global offshore services limited · year of strong us shale oil growth, implying limited incentives...

Global offshore services limited

42nd annual report 2019-20

board of directors

ADITYA GARWARE - ChAIRmAn

mAnEEShA ShAh

AnIl. K. ThAnAVAlA

JAGDISh ChOPRA - (Resigned w.e.f. 30.09.2019)

SAYEED. Y. mUlAnI

FAISY VIJU - (Appointed as Additional Director w.e.f. 10-01-2020)

mUKUnD m. hOnKAn - WhOlE TImE DIRECTOR

companY secretarY & president - leGal & adminA.C. ChAnDARAnA

chief financial officer P. S. ShAh

president - commercial

K. S. DAVE

president - operations & hsseCAPT. S. KAnWAR

president - technical

B. P. TRIPAThY (Resigned w.e.f. 24.04.2020) V. V. VIBhUTE (Appointed w.e.f. 15.04.2020)

indeXmanagement Discussion & Analysis 3notice 5Directors’ Report 11Report on Corporate Governance 30

standalone financial statementsAuditors’ Report 38Balance Sheet 44Profit & Loss Statement 45Cash Flow Statement 46Statement of changes in Equity 47notes to the Financial Statements (Standalone) 48

consolidated financial statementsAuditors’ Report 70Consolidated Balance Sheet 74Consolidated Profit & Loss Statement 75Consolidated Cash Flow Statement 76Consolidated statement of changes in Equity 77notes to the Financial Statements (Consolidated) 78

bankers

State Bank of India Punjab national Bank (erstwhile United Bank of India)

auditorsmESSRS. D.KOThARY & CO. Chartered Accountants

reGistered office

101, Swapnabhoomi, `A’ Wing, S.K.Bole Road, Dadar (W), mumbai – 400 028.

branchGoa.

reGistrar and share transfer aGent

biGshare services pvt. ltd. 01st Floor, Bharat Tin Works Building, Opp. Vasant Oasis, makwana Road, marol, Andheri (East), mumbai – 400 059.

Global offshore services limitedFOUnDER : ThE lATE PADmA BhUShAn - ABASAhEB GARWARE

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manaGement discussion & analYsis report2019 was another challenging year for the offshore oil services sector, with signs of optimism in certain sectors of the industry. Oil prices were relatively stable throughout the year and a slight increase in both offshore field development, sanctioning and exploration activity was witnessed. Discipline from OPEC is however, still required to balance the oil market. 2019 was another year of strong US shale oil growth, implying limited incentives for the International Oil Companies (IOCs) to drive significant offshore project developments. Despite the uncertain backdrop, there was an increase in rig tendering and fixing activity, as well as an improved utilization for selected rig and offshore support vessel (OSV) segments. Offshore contractors and suppliers have also regained some optimism and seem to be preparing for increasing activity levels going forward.

the industrY: Despite the slow recovery in offshore and energy markets, offshore digital sales overall grew by 14% across 2019.

The market for OSVs also generally remains challenging and is still characterized by vessel overcapacity.

meaningful improvement, witnessed particularly in the segment for large modern PSVs.

The north Sea market saw meaningful strengthening in terms of average utilization and rate levels through 2019.

Increased consolidation and significant vessel attrition bodes well for the longer term rebalancing of the segment. However, in view of over capacity, a recovery to more sustainable day rate levels on a broader basis is expected to take some time.

There was an improvement in rig market. The global offshore rig count (rigs on contract) was at 505 units as of the end of 2019, up from 452 units at the end of 2018 and a low point of 433 units in February 2017.

opportunities & threat:The global oil consumption is expected to rise to 118 million barrels a day in 2030. The rise mainly stems from emerging Asia (including China and India), which account for 45% of the total world increase in oil use. Prior to Covid 19, Oil prices were estimated to stay above $50 per barrel till 2030. This was considerably higher (average) rate than seen over the last 30 years. Due to this higher oil price, oil companies would have been willing to invest more in order to produce more oil. however, the occurrence of Covid 19 pandemic globally and the political rivalry which erupted between Saudi Arabia and Russia led to future contracts of oil being priced at “sub zero” numbers!. As a result several Exploration & Production (E & P) Companies suspended all drilling and production activities and have only now started to look into recommencing operations/activities as also drilling in new fields. This cessation of activities led to “wide scale” termination of contracts for all E&P services as also repricing of contracts at steep discounts. Assuming the stability in the price of oil currently (at $40 plus per barrel) is “here to stay”, we should see an improvement in utilization of younger Vessels. This will mainly be due to the trend towards deep-water exploration, where the aged fleet will be unable to meet the requirements of the offshore industry. As a result, a lot of vessels will need to be replaced. It is thus expected that the market will absorb new build vessels. Together with the high oil price this could lead to improved charter-rates for all offshore industry servicing vessels.

As mentioned above, while things were looking positive for most of 2019, Covid 19 has put a “dampener” on E&P spending. The sudden fall in price of oil in early 2020 resulted in the risk of sudden oversupply of Assets in the market. however, current market players in the offshore sector have established strong relationships with contractors and oil companies. This, and the knowledge and capital intensiveness have created a highly competitive environment, with high entry barriers for new market players – which in turn may help existing players ride out this “perfect storm”.

outlook :Assuming global “normalcy”:

Offshore oil production is projected to increase by 0.6% in 2020 to reach 26.3mbpd (27% of oil production), while offshore gas production will increase by 3.5% and 3.6% in 2019 and 2020 respectively, to 130bn cfd (33% of gas production).

Global oil demand is projected to rise by 38 million barrels a day to 115 mbpd by 2025 - annual average growth of 1.6 mbpd, or 1.7 per cent, over the years 2002–25. OECD countries will continue to account for the largest share of oil demand. however, almost three-quarters of the increase in demand up to 2025 will come from developing countries, whose consumption will almost double. Asian countries will remain the key source of demand increase in the developing world, with China and India central to this growth.

Markets forecast the offshore support vessel market to grow from USD 20.1 billion in 2018 to USD 25.7 billion by 2023, at a Compound Annual Growth Rate (CAGR) of 5.04% during this period. The major factors that are expected to be driving the offshore support vessel market are deep water production and exploration activities in Europe and Middle East would boost the growth of the offshore support vessel market. The growth in deployment of offshore wind farms in countries such as China and the US would drive the offshore support vessel, for installation, maintenance, and during the replacement of offshore wind turbines.

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42nd Annual Report 2019-20

operational performance: The average age of the Company’s fleet on a consolidated basis, stands at just over 9 years and could be considered to be one of the “younger” fleets in the industry. During the year, in conjunction with the Banks, 2 Vessels owned by the Subsidiary in the netherlands were sold. Of the 9 Vessels being operated on a consolidated basis at the end of march 2020, 7 Vessels were on Term Contract, 1 was trading in the “spot market” in the north Sea, and 1 was scheduled to be reactivated in a Yard in the UK. however, the occurrence of COVID 19 caused a minor “setback” in the sense that 1 Vessel was terminated from Contract and the plan to reactivate 1 Vessel was put on hold. In addition 1 Vessel which concluded her contract in April 2020 continues to be idle, but has been bid for various term requirements. Therefore currently the Company on a consolidated basis has 5 vessels on Term contracts and 1 Vessel in the spot market. 1 vessel is “stacked” while 2 Vessels are idle in West Africa and India respectively.

During the year under review, the Company has been able to achieve maximum utilization of its Vessels by deploying them on long term contracts, albeit at low rates.

Your Company is keenly aware of the need to ensure that costs are monitored closely and monies are spent prudently in order to be able to obtain the highest value out of all maintenance and repairs.

financial ratios : Pursuant to the Provisions of Schedule V – Part B, Clause I, Sub-Clause (i) & (j), the details of the significant changes in the financial ratios (i.e. change of 25% or more as compared to the immediately previous financial year) are as follows :

1] The change in Interest Coverage Ratio is 72%. This is due to reduction in Interest on Working Capital and also decrease in libor rate.

2] The Operating Profit Margin has improved by 43%, due to improvement in charter rate for one Vessel and an improvement in utilization of fleet.

3] The change in Return on Net Worth was -36%. This ratio has worsened in view of reduced Net Worth - which is as a result of the net loss incurred by the Company, which cumulates on a yearly basis.

risk & concern: One of the most basic challenges facing OPEC — as well as other oil producers — is to ensure, supply is contained so as to not cause a “glut” in the market while at the same time maintain the availability of production capacity to help meet the forecast rise in oil demand in the coming years and decades.

Order and stability in the oil sector are essential not just for oil, but also for gas. This is because of the linkage between oil and gas prices in major consumer markets, with oil price movements in volatile markets likely to be followed, to some extent, by same direction gas price movements. Therefore, the case for ensuring that a sound international oil price structure is in place at all times finds further valuable support.

Uncertainties over future economic growth, government policies and the rate of development play a vital role in ensuring stability in the oil and gas industry, something we have seen cause havoc to the industry in the recent past. One of the biggest concerns today would be the “2nd wave” of the global pandemic which could cause havoc in most, if not all global economies.

internal control sYstems and adeQuacY: Your company continues to emphasize the importance of the set up of suitable systems which would drive the performance of its various “verticals”. A regular audit of systems and processes is carried out and findings help your company improve continuously.

Cost management is an important issue for the company and the Technical, Procurement and health & Safety teams are continuously exploring ways and means to be able to manage assets at optimal costs – but never at the expense of safety.

hr and people: The Employees of the Company continue to be the most important and valuable asset of your Company. The Company continues to hold small and effective training modules for its employees.

Training of onshore and offshore personnel continues to get the attention it deserves and special attention is being paid to this in order that your company is able to retain good talent.

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noticeNOTICE is hereby given that the Forty Second Annual General Meeting of the members of Global Offshore Services Limited will be held on friday, september 25th, 2020 at 12.00 noon IST through Video Conferencing (“VC”)/ Other Audio Visual means (“OAVm”), to transact the following business: ordinarY business:1. To consider and adopt :

(a) the audited standalone financial statement of the Company for the financial year ended March 31, 2020 and the reports of the Board of Directors and Auditors thereon; and

(b) the audited consolidated financial statement of the Company for the financial year ended March 31, 2020 and the report of Auditors thereon

2. To appoint a Director in place of mr. Aditya A Garware (DIn : 00019816), who retires by rotation and being eligible, offers himself for re-appointment.

special business:3. To consider and, if thought fit to pass, with or without modification(s), the following Resolution as an Ordinary Resolution:“resolved that in accordance with the provisions of Section 152 read with other applicable provisions of the Companies Act, 2013 (“the Act”) and the Companies (Appointment and Qualification of Directors) Rules, 2014 (including any statutory modification(s) or re-enactment(s) thereof, for the time being in force), mrs. Faisy Viju (DIn: 06904661), who was appointed as an additional director in accordance with the provisions of Section 161(1) of the Act and the Articles of Association of the Company and who holds office up to the date of this meeting and in respect of whom the Company has received a notice in writing under Section 160 of the Act from a member proposing her candidature for the office of Director, be and is hereby appointed as a Director of the Company”“resolved further that pursuant to the Provisions of Section 149 and 152 read with Schedule IV and other applicable Provisions, if any, of the Companies Act, 2013 and the Companies (Appointment and Qualification of Directors) Rules, 2014 and the applicable provisions of the Securities and Exchange Board of India (listing Obligations and Disclosure Requirements) Regulations, 2015 (including any statutory modification(s) or re-enactment(s) thereof, for the time being in force), Mrs. Faisy Viju (DIN:06904661), be and is hereby also appointed as an Independent Director for a term of 5 (five) years w.e.f. 10th January, 2020.” Registered Office:101, Swapnabhoomi, “A” Wing,S. K. Bole Road, Dadar (W),mumbai – 400028CIn: l61100mh1976PlC019229

by order of the boardsd/-

a.c. chandaranacompany secretary &

president - legal & admin.

date : 11th August, 2020place : mumbai.

nOTES:1. Considering the present Covid-19 pandemic, the Ministry of Corporate Affairs (“MCA”) has vide its circular dated May 5, 2020 read

together with circulars dated April 8, 2020 and April 13, 2020 (collectively referred to as “mCA Circulars”) permitted convening the Annual General meeting (“AGm” / “meeting”) through Video Conferencing (“VC”) or Other Audio Visual means (“OAVm”), without the physical presence of the members at a common venue. In accordance with the mCA Circulars, provisions of the Companies Act, 2013 (‘the Act’) and the Securities and Exchange Board of India (listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI listing Regulations”), the AGm of the Company is being held through VC / OAVm. The deemed venue for the AGm shall be the Registered Office of the Company.

2. A statement pursuant to Section 102(1) of the Act, relating to the Special Business to be transacted at the AGm is annexed hereto. 3. Since the AGm will be held through VC/ OAVm, the route map of the venue of the meeting is not annexed hereto. 4. Details of Directors retiring by rotation / seeking appointment / re-appointment at this meeting are provided in the “Annexure” to the

notice. 5. DISPATCh OF AnnUAl REPORT ThROUGh ElECTROnIC mODE: In compliance with the mCA Circulars and SEBI Circular dated may 12, 2020, notice of the AGm along with the Annual Report

2019-20 is being sent only through electronic mode to those members whose email addresses are registered with the Company/ Depositories. members may note that the notice and Annual Report 2019-20 will also be available on the Company’s website www.globaloffshore.in, websites of the Stock Exchanges, i.e., BSE Limited and National Stock Exchange of India Limited at www. bseindia.com and www.nseindia.com respectively.

6. For receiving all communication (including Annual Report) from the Company electronically: a) members holding shares in physical mode and who have not registered / updated their email address with the Company are

requested to register / update the same by writing to the Company with details of folio number and attaching a self-attested copy of PAn card to Bigshare e mail : [email protected]

b) members holding shares in dematerialised mode are requested to register / update their email addresses with the relevant Depository Participant.

7. Pursuant to the provisions of Section 108 of the Companies Act, 2013 read with Rule 20 of the Companies (management and Administration) Rules, 2014 (as amended) and Regulation 44 of SEBI (listing Obligations & Disclosure Requirements) Regulations

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2015 (as amended), and mCA Circulars dated April 08, 2020, April 13, 2020 and may 05, 2020 the Company is providing facility of remote e-voting to its members in respect of the business to be transacted at the AGm. For this purpose, the Company has entered into an agreement with Central Depository Services (India) limited (CDSl) for facilitating voting through electronic means, as the authorized e-Voting’s agency. The facility of casting votes by a member using remote e-voting as well as the e-voting system on the date of the AGm will be provided by CDSl.

8. The members can join the AGm in the VC/OAVm mode 15 minutes before and after the scheduled time of the commencement of the meeting by following the procedure mentioned in the notice. The facility of participation at the AGm through VC/OAVm will be made available to atleast 1000 members on first come first served basis. This will not include large Shareholders (Shareholders holding 2% or more shareholding), Promoters, Institutional Investors, Directors, Key Managerial Personnel, the Chairpersons of the Audit Committee, nomination and Remuneration Committee and Stakeholders Relationship Committee, Auditors etc. who are allowed to attend the AGM without restriction on first come first served basis.

9. The attendance of the members attending the AGm through VC/OAVm will be counted for the purpose of ascertaining the quorum under Section 103 of the Companies Act, 2013.

10. Pursuant to mCA Circular no. 14/2020 dated April 08, 2020, the facility to appoint proxy to attend and cast vote for the members is not available for this AGm. however, in pursuance of Section 112 and Section 113 of the Companies Act, 2013, representatives of the members such as the President of India or the Governor of a State or body corporate can attend the AGm through VC/OAVm and cast their votes through e-voting.

11. In line with the Ministry of Corporate Affairs (MCA) Circular No.17/2020 dated April 13, 2020, the Notice calling the AGM has been uploaded on the website of the Company at www.globaloffshore.in. The Notice can also be accessed from the websites of the Stock Exchanges i.e. BSE limited and national Stock Exchange of India limited at www.bseindia.com and www.nseindia.com respectively. The AGm notice is also disseminated on the website of CDSl (agency for providing the Remote e-Voting facility and e-voting system during the AGm) i.e. [email protected].

12. The AGm has been convened through VC/OAVm in compliance with applicable provisions of the Companies Act, 2013 read with mCA Circular no. 14/2020 dated April 8, 2020 and mCA Circular no. 17/2020 dated April 13, 2020 and mCA Circular no. 20/2020 dated may 05, 2020.

the instructions for shareholders for remote e-votinG are as under:

(i) The voting period begins on Tuesday, 22nd September, 2020 from 10.00 a.m. and ends on Thursday, 24th September, 2020 at 5.00 p.m. During this period shareholders’ of the Company, holding shares either in physical form or in dematerialized form, as on the cut-off date Thursday, 17th September, 2020 may cast their vote electronically. The e-voting module shall be disabled by CDSl for voting thereafter.

(ii) Shareholders who have already voted prior to the meeting date would not be entitled to vote at the meeting venue.(iii) The shareholders should log on to the e-voting website www.evotingindia.com.(iv) Click on “Shareholders” module.(v) now enter your User ID

a. For CDSL: 16 digits beneficiary ID, b. For nSDl: 8 Character DP ID followed by 8 Digits Client ID, c. Shareholders holding shares in Physical Form should enter Folio number registered with the Company.

(vi) Next enter the Image Verification as displayed and Click on Login.(vii) If you are holding shares in demat form and had logged on to www.evotingindia.com and voted on an earlier e-voting of any

company, then your existing password is to be used. (viii) If you are a first time user follow the steps given below:

for shareholders holding shares in demat form and physical formPAn Enter your 10 digit alpha-numeric *PAn issued by Income Tax Department (Applicable for both demat

shareholders as well as physical shareholders)• Shareholders who have not updated their PAn with the Company/Depository Participant are

requested to use the sequence number which is printed on Postal Ballot / Attendance Slip indicated in the PAN field.

Dividend Bank Detailsor Date of Birth (DOB)

Enter the Dividend Bank Details or Date of Birth (in dd/mm/yyyy format) as recorded in your demat account or in the company records in order to login.• If both the details are not recorded with the depository or company please enter the member id / folio

number in the Dividend Bank details field as mentioned in instruction (v).(ix) After entering these details appropriately, click on “SUBmIT” tab.(x) Shareholders holding shares in physical form will then directly reach the Company selection screen. however, shareholders

holding shares in demat form will now reach ‘Password Creation’ menu wherein they are required to mandatorily enter their login password in the new password field. Kindly note that this password is to be also used by the demat holders for voting for resolutions of any other company on which they are eligible to vote, provided that company opts for e-voting through CDSl platform. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential.

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(xi) For shareholders holding shares in physical form, the details can be used only for e-voting on the resolutions contained in this notice.

(xii) Click on the EVSn for the relevant <Company name> on which you choose to vote.(xiii) On the voting page, you will see “RESOlUTIOn DESCRIPTIOn” and against the same the option “YES/nO” for voting.

Select the option YES or nO as desired. The option YES implies that you assent to the Resolution and option nO implies that you dissent to the Resolution.

(xiv) Click on the “RESOlUTIOnS FIlE lInK” if you wish to view the entire Resolution details.(xv) After selecting the resolution you have decided to vote on, click on “SUBMIT”. A confirmation box will be displayed. If you

wish to confirm your vote, click on “OK”, else to change your vote, click on “CANCEL” and accordingly modify your vote.(xvi) Once you “COnFIRm” your vote on the resolution, you will not be allowed to modify your vote.(xvii) You can also take a print of the votes cast by clicking on “Click here to print” option on the Voting page.(xviii) If a demat account holder has forgotten the login password then Enter the User ID and the image verification code and click

on Forgot Password & enter the details as prompted by the system.(xix) Shareholders can also cast their vote using CDSl’s mobile app “m-voting”. The m-Voting app can be downloaded from

respective Store. Please follow the instructions as prompted by the mobile app while Remote Voting on your mobile. process for those shareholders Whose email addresses are not reGistered With the

depositories for obtaininG loGin credentials for e-votinG for the resolutions proposed in this notice: 1. For Physical shareholders- please provide necessary details like Folio no., name of shareholder, scanned copy of the

share certificate (front and back), PAN (self attested scanned copy of PAN card), AADHAR (self attested scanned copy of Aadhar Card) by email to rta email id. [email protected]

2. For Demat shareholders, please provide Demat account details (CDSL-16 digit beneficiary ID or NSDL-16 digit DPID + ClID), name, client master or copy of Consolidated Account statement, PAn (self attested scanned copy of PAn card), AADhAR (self attested scanned copy of Aadhar Card) to rta email id. [email protected]

3. The RTA shall co-ordinate with CDSl and provide the login credentials to the above mentioned shareholders.instructions for shareholders attendinG the aGm throuGh vc/oavm are as under:1. Shareholder will be provided with a facility to attend the AGm through VC/OAVm through the CDSl e-Voting system.

Shareholders may access the same at https://www.evotingindia.com under shareholders/members login by using the remote e-voting credentials. The link for VC/OAVm will be available in shareholder/members login where the EVSn of Company will be displayed.

2. Shareholders are encouraged to join the meeting through laptops / IPads for better experience.3. Further shareholders will be required to allow Camera and use Internet with a good speed to avoid any disturbance

during the meeting.4. Please note that Participants Connecting from mobile Devices or Tablets or through laptop connecting via mobile

hotspot may experience Audio/Video loss due to Fluctuation in their respective network. It is therefore recommended to use Stable Wi-Fi or lAn Connection to mitigate any kind of aforesaid glitches.

5. Shareholders who would like to express their views/ask questions during the meeting may register themselves as a speaker by sending their request in advance atleast 7 days prior to meeting mentioning their name, demat account number/folio number, email id, mobile number at [email protected]. The shareholders who do not wish to speak during the AGm but have queries may also send their queries in advance 10 days prior to meeting mentioning their name, demat account number/folio number, email id, mobile number at (company email id). These queries will be replied to by the company suitably by email.

6. Those shareholders who have registered themselves as a speaker will only be allowed to express their views/ask questions during the meeting.

instructions for shareholders for e-votinG durinG the aGm are as under:-1. The procedure for e-Voting on the day of the AGm is same as the instructions mentioned above for Remote e-voting.2. Only those shareholders, who are present in the AGm through VC/OAVm facility and have not cast their vote on the

Resolutions through remote e-Voting and are otherwise not barred from doing so, shall be eligible to vote through e-Voting system available during the AGm.

3. If any Votes are cast by the shareholders through the e-voting available during the AGm and if the same shareholders have not participated in the meeting through VC/OAVm facility , then the votes cast by such shareholders shall be considered invalid as the facility of e-voting during the meeting is available only to the shareholders attending the meeting.

4. Shareholders who have voted through Remote e-Voting will be eligible to attend the AGm. however, they will not be eligible to vote at the AGm.

(xx) note for non – individual shareholders and custodiansl non-Individual shareholders (i.e. other than Individuals, hUF, nRI etc.) and Custodians are required to log on to www.

evotingindia.com and register themselves in the “Corporates” module.

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l A scanned copy of the Registration Form bearing the stamp and sign of the entity should be emailed to [email protected].

l After receiving the login details a Compliance User should be created using the admin login and password. The Compliance User would be able to link the account(s) for which they wish to vote on.

l The list of accounts linked in the login should be mailed to [email protected] and on approval of the accounts they would be able to cast their vote.

l A scanned copy of the Board Resolution and Power of Attorney (POA) which they have issued in favour of the Custodian, if any, should be uploaded in PDF format in the system for the scrutinizer to verify the same.

l Alternatively non Individual shareholders are required to send the relevant Board Resolution/ Authority letter etc. together with attested specimen signature of the duly authorized signatory who are authorized to vote, to the Scrutinizer and to the Company at the email address viz; [email protected], if they have voted from individual tab & not uploaded same in the CDSl e-voting system for the scrutinizer to verify the same.

In case you have any queries or issues regarding e-voting, you may refer the Frequently Asked Questions (“FAQs”) and e-voting manual available at www.evotingindia.com, under help section or write an email to [email protected] or call 1800225533.

All grievances connected with the facility for voting by electronic means may be addressed to mr. Rakesh Dalvi, manager, (CDSl, ) Central Depository Services (India) limited, A Wing, 25th Floor, marathon Futurex, mafatlal mill Compounds, n m Joshi marg, lower Parel (East), mumbai - 400013 or send an email to [email protected] or call 1800225533.

13. The Register of members and Share Transfer books of the Company Shall remain closed from Tuesday 22.09.2020 to Friday 25.09.2020 (both days inclusive).

14. mr. S.m. Korde, Practicing Company Secretary (membership no. ACS 563 & C.P no.1079) is appointed as the Scrutinizer for conducting the e-voting process in a fair and transparent manner.

15. The Scrutinizer will submit his report of the votes polled through E-voting and physical voting, to the Chairman. The Chairman will, or in his absence, any other person so authorized by him will, announce the results of Voting on Friday, 25th September, 2020 immediately upon receipt from the Scrutinizer. The Scrutinizer’s decision on the validity of the votes cast through remote E-voting and Electronic Voting on the day of the meeting shall be final.

16. The Scrutinizer’s Report, shall be placed on the Company’s website: www.globaloffshore.in within two (2) working days of passing of the resolution and communicated to the Stock Exchanges where the shares of the Company are listed, viz. BSE ltd. & nSE ltd.

17. The Register of Directors and Key managerial Personnel and their shareholding maintained under Section 170 of the Act, the Register of Contracts or Arrangements in which the directors are interested, maintained under Section 189 of the Act, and the relevant documents referred to in the notice will be available electronically for inspection by the members during the AGm upon login to cdsl evoting system at www.evotingindia.com.

18. members seeking any information with regard to the accounts or any matter to be placed at the AGm, are requested to write to the Company on or before Tuesday, September 15, 2020 through email on [email protected]. The same will be replied by the Company suitably

19. Shareholders who have not yet encashed their dividend warrants may approach the Company for revalidation, issue of duplicate warrant etc. quoting the Folio no./ Client ID. Please note that as per Section 125 of the Companies Act, 2013 dividend which remains unclaimed over a period of 7 years has to be transferred by the Company to the “Investor Education & Protection Fund” (IEPF).

The details of Dividends declared and due date for transfer of unclaimed dividend to IEPF are as under:financial Year type of dividend dividend declaration date

(aGm/ bm date for interim)due date for transfer to iepf

after 7 years2012-13 Final Dividend 02.09.2013 07.10.20202013-14 Final Dividend 25.09.2014 30.10.2021

20. Any person who acquires shares of the Company and becomes a member of the Company after sending of the notice and holding shares as of the cut-off date, may obtain the login ID and password by sending a request at [email protected]. however, if he / she is already registered with CDSl for remote e-voting then he / she can use his / her existing user ID and password for casting the vote.

21. We urge members to support our commitment to environmental protection by choosing to receive the Company’s communication through email. members holding shares in demat mode who have not registered their email addresses are requested to register their email addresses with their respective depository participants and members holding shares in physical mode are requested to update their email address with the Company’s RTA, Bigshare Services Pvt. ltd. at email id [email protected] to receive copies of the Annual Report 2019-20 in electronic mode.

22. SEBI has mandated the submission of the Permanent Account no.(PAn) by every participant in the securities market. members holding shares in electronic form are, therefore requested to submit their PAn to their depository participant(s). members holding shares in physical form are requested to submit their PAn details to the RTA.

Registered Office:101, Swapnabhoomi, “A” Wing,S. K. Bole Road, Dadar (W),mumbai – 400028CIn: l61100mh1976PlC019229





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details of directors seeking appointment / re-appointment as required under regulation 36 of the sebi (listing obligations and disclosure requirements) regulations, 2015 and secretarial standard (ss2) are as follows:

name mr. aditya a Garware mrs. faisy vijuDate of Birth 11.02.1971 03.11.1974DIn 00019816 06904661Date of appointment on Board

31.05.1993 10.01.2020

Relationship with other Directors inter-se.

Brother of mrs. maneesha S Shah nIl

Qualifications m.B.A. - lehigh University, U.S.A. mBA – hR from Symbiosis Institute of management Studies.

masters in labour laws & labour Welfare from Symbiosis law College.

Bachelor of Arts from Delhi University.Experience in specific function area.

Industrialist human Resources Development

Directorship held in other companies

• Garware Marine Industries Ltd.• Garware Goa Nets Ltd.• Adsu Trading & Investment Company Pvt. Ltd.• Masu Trading & Investment Company Pvt. Ltd.• Mauve Trading Company Pvt. Ltd.• Shesu Trading & Investment Co. Pvt. Ltd.• Universal Investment Services Pvt. Ltd.• Garware Offshore International Services Pte. Ltd.

human Capital Accelerators llP - Partner

membership/ Chairmanship of Committee in other public limited companies (includes only Audit & Shareholders’/ Stakeholders’ Committee).

Audit Committee - memberStakeholders Relationship Committee - member

nIl

Shareholding, if any, in the Company

769138 nIl

anneXure to the notice eXplanatorY statement as reQuired under section 102 of the companies act, 2013.item no.3 of the notice :mr. J. C. Chopra – Independent Director resigned w.e.f. 30th September, 2019 after 13 years of being a Director due to failing health. The Board of Directors, therefore, on the recommendation of the nomination & Remuneration Committee at its meeting held on 10th January, 2020 approved the appointment of mrs. Faisy Viju as Additional and Independent Director. Pursuant to the provisions of Section 161 of the Companies Act, 2013, she holds office till the date of this Annual General Meeting. The Company has received a notice in writing from a member, pursuant to the provisions of Section 160 of the Companies Act, 2013, signifying intention to propose mrs. Faisy Viju as a candidate for the office of Director of the Company.Prior to her appointment as an Additional Director, mrs. Faisy Viju was associated with the Company as a Consultant on human Resource matters. She continues to offer her services as “Consultant”, post her appointment as Additional Director, as she is well versed with the functioning of the Company. She has experience of over 2 decades in the field of HR. She is also the founder of Human Capital Accelerators, LLP a consulting firm that advises organizations on human capital development and management. As an hR consultant she works on processes, setting up systems and facilitates creating a condusive organization to accelerate growth. She understands the organizational needs and tailor makes policies and processes. She is also a Visiting Faculty at business schools such as nITIE, IBS, IIBm, India Europe International Business School and Symbiosis. She also conducts workshops in the areas of Leadership, Conflict Management, Negotiation, People management, Relationship Building, Customer Engagement, Ethical Decision making, Stress management, Time management, Presentation Skills and Communication.mrs. Viju is also associated with many organizations (including the Company) as a POSh (Prevention of Sexual harrassment) representative. She conducts Training programmes and ensures that the organization is both legally and socially compliant. Before founding human Capital Accelerators, mrs. Viju worked as hR head in some reputed Companies. During her many years of experience, mrs. Viju has worked in human resource management across diverse industries such as Advertising, Entertainment, medical Equipment, IT & ITES, Consulting Services, and the Automobile industry. mrs. Viju also conducts customized leadership Development programs.

10


Considering her background, experience and the need of the Company, it is felt that it would be beneficial to appoint her as a Director and Independent Director of the Company for a term of 5 (five) years w.e.f 10th January, 2020.disclosures under secretarial standard (ss2) of the institute of company secretaries of india and regulation 36 of sebi (listing obligations and disclosure requirements) regulations, 2015:

name of the Director : mrs. Faisy VijuAge : 45 years

Qualification: mBA – hR from Symbiosis Institute of management Studies.

masters in labour laws & labour Welfare from Symbiosis law College.

Bachelor of Arts from Delhi University.Brief Resume & Experience : As stated above in the Explanatory Statement.Nature and Expertise in specific functional area. : human Relations.Remuneration paid Consultancy Fees of Rs.25.000/- per month paid on a professional

basis, pursuant to the Proviso to Section 197(4) of the Companies Act, 2013 w.e.f. January 2020 to human Capital Accelators llP.

Date of first appointment on Board. : 10th January 2020.Shareholding in the Company. : nil.Relationship with other Directors, managers and other Key managerial Personnel.

: nil

number of Board meetings attended during the last financial year 2019-20.

: 1 (One)

Directorship held in other Companies. : human Capital Accelerators llP. - Partnermembership / Chairmanships of Committee in listed entities (includes only Audit & Shareholders/Stakeholders Committee).

: nil.

All documents referred to in the notice will also be available electronically for inspection without any fee by members on the date of AGM. Members seeking to inspect such documents can send an email to [email protected]. Faisy Viju and her relatives are deemed to be interested in Item no.3 of the notice to the extent of her Shareholding in the Company, if any and the Consulting Fees received by her. Apart from mrs. Faisy Viju, none of the Directors, Key managerial Personnel’s or their relatives are directly or indirectly concerned financially or otherwise in Item No.3.The Board recommends passing of Ordinary Resolution specified under Item No.3 as Ordinary Resolution.Registered Office:101, Swapnabhoomi, “A” Wing,S. K. Bole Road, Dadar (W),mumbai – 400028.CIn: l61100mh1976PlC019229





11


directors’ report for the Year ended 31st march, 2020

to,the members,Your Directors present their report as under:1] financial results:

Rs. in Croresparticulars Year ended

march 31, 2020Year ended

march 31, 2019Income from operations 70.80 64.82Other Income 0.91 0.55Gross Income 71.71 65.37Expenses for the period 48.63 50.66earnings before interest, taxes, depreciation and amortization (ebitda). 23.08 14.71Finance cost 24.25 26.54Depreciation 24.32 23.42(Loss) / Profit Before Tax (25.49) (35.25)Exceptional Items (41.23) (36.47)(Loss) / Profit Before Tax (66.72) (71.72)Provision for Taxation Current TaxTax for earlier (credit) (written back)/provision

0.83(2.72)

0.03-

Net (Loss) / Profit After Tax (64.83) (71.75)Add : Balance of Profit /(loss) brought forward from previous year. (80.22) (8.47)Balance Carried forward 145.06 (80.22)

2] financial hiGhliGhts: The Annual Accounts of the Company have been prepared in accordance with the requirements of the Indian Accounting Standard

(InD AS). The impact of the InD AS is stated in the notes to the Accounts. Income from Operation for the year ended 31.03.2020 stood at Rs.70.80 crores, as against Rs.64.82 crores for the previous year

(an increase of 9%). This increase was mainly as a result of increase in the operating income of Vessel m.V. Kamet on account of her commencing a new contract at a higher rate in the middle of the year. Other Income for the year stood at Rs.0.91 crores as against Rs.0.55 crores for the previous year. The increase is attributed to the increase in interest income and also the increase in exchange gain on restatement of current assets.

EBIDTA stood at Rs. 23.08 crores as against 14.71 crores, (a gain of 57%) in view of the increase in revenues, as well as decrease in expenses.

Expenses for the year stood at Rs.48.63 crores as against Rs.50.66 crores (decrease of approximately 4%). Financial Charges and depreciation remained relatively unchanged at Rs. 24.25 and Rs. 24.32 crores respectively (previous year Rs.26.54 crores and Rs.23.42 crores respectively). The reduction in finance charges could be attributed to the reduction in the USD Libor rate as also the decreased utilization of working capital limits.

While, the net loss for the year ended 31.03.2020 stood at Rs.64.83 crores as against Rs.71.75 crores for the previous year, the loss prior to Exceptional items however, reduced to Rs.25.49 crores from Rs.35.25 crores (a reduction of 28%). Exceptional items amounting to Rs.41.23 crores were mainly on account of loss on re-statement of Foreign currency loans and interest thereon.

3] operations: During the year under review :

• M.V. Kamet, M.V. Mana, M.V. Lachung, M.V. Poorna & M.V. Meghna continued to work on term contracts on the West Coast of India.

• M.V. Mahananda continued to work on a term contract till November 2019 and thereafter secured an additional long term contract on the East Coast of India.

The Shareholders are aware that in January 2017, State Bank of India (SBI) – the major term lender - classified the Company’s account as a non Performing Asset (nPA), and converted all the loans outstanding (originally disbursed in US $) into Indian Rupees (InR), something that has not been accepted by the Company.

The Company’s request for settlement of the outstanding debt payable to State Bank of India (SBI) is under consideration. The Company is also in dialogue with potential investor/s, who is/are considering the possibility of “stepping into the shoes” of the existing lender. Unfortunately, the COVID 19 pandemic has led to a temporary standstill of all discussions, the Company was having with the potential investors on the one hand and the Bank on the other. The discussions with potential investors and the Bank have now recommenced, and the Company hopes to be able to once again approach the lenders with an acceptable proposal shortly.

12


With regard to the Working Capital limits sanctioned by the erstwhile United Bank of India (UBI), these were reduced to Rs.23.82 crores (from Rs.35.75 crores). In spite of these difficult times the Company has been able to maintain “regularity” of the Account and has repaid the USD based Working Capital limits completely. Presently the total utilization of limits stands at Rs.17.42 crores.

With regard to the unsecured loan availed from Axis Bank limited, the same remains to be repaid.4] impact of pandemic covid 19 on operations of the companY: The COVID 19 pandemic has had a direct effect on the Company’s main revenue “driver” viz. price of Oil. EBIDTA may get

adversely affected in subsequent Quarters as utilization of Vessels may reduce. However, as price of oil stabilizes we will see more and more requirements for E&P support services being raised. The other immediate “setback” of the pandemic on the Company has been on the “restarting” of discussions with potential investors and the delay this will cause in a settlement with the Bank. Considering the bank had intimated to the Company that the original offer made could be considered, subject to the deposit of 5% of the settlement amount with the bank - which the Company has done. Restructuring under these circumstances may become even more difficult in terms of time taken to execute the same. Even though logistic costs have increased substantially as a result of the pandemic, the Company’s operations have not been severely hampered.

5] dividend: In view of the losses incurred for the year and the inability of the Company to service its debt, your Directors regret their inability to

recommend any Dividend.6] future eXpansion and outlook: The price of oil and gas could potentially stay perpetually lower in the foreseeable future as fracking will gradually open up more

source of cheap production, while demand slowly falls. The pandemic (which led to a crash in demand) as well as the commercial and political dispute between Saudi Arabia and Russia led to a sudden drop in price of Oil from which the market is yet to recover. Though oil has surpassed $40 per barrel most investments continue to be on hold till some sort of semblance of stability returns to the market.

Despite the market’s challenging period, there won’t be a “Kodak” moment. Oil and Gas isn’t going anywhere and the reality is that the transition to 100% renewable energy will not happen for several years. The Industry will become more collaborative. At present, the Company has no plans to expand operations till such time that restructuring is in place.

The Offshore Support Vessel (OSV) sector outlook continued to deteriorate as the ongoing Covid-19 pandemic and its effects on energy prices weakened offshore markets further. The OSV Rate Index continued to decline in April 2020, by 2% m-o-m, and further falls seem likely in coming months. OSV demand is projected to decline by a further 13% over the rest of 2020, as the effect of E & P spending cut filters through fully. The Anchor Handling Tug Support Vessel (AHTSV) sector is expected to be particularly affected by the severe downturn in mobile drilling rig market conditions. AhTSV utilization is projected to fall by a further 8 percentage points across the rest of the year 2020-21, reaching 53% at the end of 2020. Meanwhile, PSV market activity is also expected to continue to weaken during the rest of 2020, with demand having fallen by an initial 3% in April 2020. PSV utilization is projected to fall to 56% by end-2020, a level comparable to the bottom of the post-2014 offshore downturn. The market downturn produced by Covid19 seems likely to add to pre-existing OSV supply side challenges. There was an initial rise in the number of OSVs in lay-up in April 2020, with 25% of the fleet laid-up at the start of May 2020, a total that looks set to continue to rise over the coming months. (source : clarkson report)

7] subsidiarY / WhollY oWned subsidiarY: During the year under review there was no Company which became or ceased to be subsidiary / joint venture or associate

Company. The Company has two Subsidiaries as detailed below:a) Global Offshore Services B.V. - The Netherlands (GOSBV): GOSBV continues to go through a turbulent phase amidst the falling demand for Assets in the offshore market. The revenue from operations for the year was USD 6.79 mn (Previous Year USD 6.58 mn. Other Income during year was USD

0.63 mn as against 2.06 mn. The loss recorded for the year ended 31st march, 2020 was USD 12.18 mn. During the year, under review :

m.V. makalu was working on a term contract in nigeria till February 2020 (with a 1 year extension at Charterer’s option). While charterers exercised their option to extend the contract they immediately terminated the contract in April 2020, in view of the outbreak of COVID. The Vessel is presently lying idle in nigeria. The restructuring proposal made to the Banks in this case had to be withdrawn in view of the “paradigm shift” in market conditions.

m. V. Ben nevis which is operated on bareboat basis by GOSBV worked in north Sea Spot market and continues to do so. She too had idled for almost 2 months during the COVID 19 outbreak. With respect to the 2nd vessel operated on a bareboat basis viz. m V Kailash, the plan to reactivate her back to service has been put on hold in view of the change in market scenario. Restructuring discussions with Owners of the aforesaid vessels is underway.

During the year under review m.V. Olympus was sold in conjunction with its Senior lenders, as was m. V. Cristal. Both the vessels were sold after following due process of law.

b) Garware Offshore International Services Pte. Ltd. – Singapore (GOISPL): The Company’s wholly owned subsidiary GOISPl based in Singapore had nIl operating income as against the previous year

revenue of USD 0.61 mn. The other income during the year was USD 0.18 mn as against 0.79 mn for the previous year, which was mainly on account of sale of stores and spares. The Company has made a loss of USD 0.71 Mn as against a profit of USD 1.01 mn in the previous year.

13


There was no activity in GOISPl during the year except for the sale of existing stock of the Company. The Company is seeking opportunities of revenue generation and aggressively chasing for recovery of outstanding debts, while at the same time trying to minimize costs.

No qualifications are made by the Auditors’ in the Consolidated Auditors’ Report to the shareholders. However, the Auditor has laid Emphasis of matter on the following : a] Out of the Foreign Currency Term Loan (FCTL) for Acquisition / Modification of vessels, an amount of Rs.38,682.23

lakhs is due to State Bank of India (SBI). On account of the default in repayment of installment due and interest, SBI has treated the same as Non-Performing Assets. Subsequently, the bank has converted FCTL into rupee loans and proposes to charge higher interest rate.

management view : The Company has not accepted the switchover of the said loans from USD to InR and continued to provide interest as

per original terms. Further Gain/(loss) due to fluctuation in forex rate has been provided for.b] We draw attention that the net worth in the financial statements of Garware Offshore International Pte. Limited has been

eroded and is negative Rs.2,064.04 lakhs, that may cast significant doubt on the company’s ability to continue as a going concern.

management view : Garware Offshore International Services Pte. Ltd. (GOISPL) returned a Vessel that was on charter to it. All obligations of

the Company – past, present and future stands removed. Since there is presently no activity in the Company, recurring costs are being minimised to the extent possible. GOISPl is now actively seeking chartering opportunities as a strategy of continuing operations and is also pursuing recovery of outstnding debts.

c] We draw attention that the net worth in the financial statements of Global Offshore Services B.V. has been eroded and is negative Rs.60,355.45 lakhs, as per explanation and information given by the management regarding the current status of restructuring plan with the bank, no further impairment is to be made of investment in the subsidiary till the outcome of ongoing restructuring process has been finalised and to be continued as a going concern.

management view: There has been a write back of loan liability and outstanding interest of Global Offshore Services B.V., which could

substantially impact the value of investment. Further write backs of Principal and Interest are also being foreseen. In view of this, the decision to provide for impairment of investment will be taken after the restructuring process is completed.

In view of general exemption granted by Ministry of Corporate Affairs vide Circular No.51/12/2007-CL-III dated 8.2.2011, the annual accounts of subsidiary companies and the related information required to be enclosed under the provisions of the Companies Act, 2013 are not enclosed.

The Company undertakes that such information shall be made available to the shareholders of the holding and subsidiary companies and shall also be kept for inspection at the Registered Office of the Company. The Company shall furnish hard copy of the same to any shareholder on demand.

8] listinG fees to stock eXchanGes: The Company has paid the listing Fees for the year 2020-21 to Bombay Stock Exchange ltd. and The national Stock Exchange

of India ltd.9] fiXed deposits: During the year under review, no Deposits were accepted under Chapter V of the Companies Act, 2013 and hence the details

relating to deposits and details which are not in compliance under Chapter V of the Act are “nOT APPlICABlE”.10] responsibilitY statement: The Directors confirm:

a) That in the preparation of the Annual Accounts, the applicable accounting standards have been followed and that no material departures (save and except as stated in the Directors’ Report) have been made from the same.

b) That they have selected such Accounting Policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the State of Affairs of the Company at the end of the year and the loss of the Company for the year ended on 31.03.2020.

c) That they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with provisions of the Companies Act, 2013, for safe-guarding the assets of the Company and for preventing and detecting fraud and other irregularities.

d) That they have prepared the Annual Accounts on a going concern basis.e) That they have laid down internal financial controls to be followed and that such financial controls are adequate and were

operating effectively.f) That they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems

were adequate and operating effectively.

14


11] insurance: All the Vessels owned and operated by the Company and its subsidiaries have been insured for hull & machinery and Protection

& Indemnity (P & I) claims.12] directorate: mr. J. C. Chopra – Independent Director resigned due to and “failing” ill health on 30th September, 2019. mrs. Faisy Viju was

appointed as an Additional and Independent Director w.e.f. 10.01.2020. As per the provisions of the Companies Act 2013, she holds office till the date of Annual General Meeting. The Board proposes to appoint her as Independent Director.

members are requested to appoint mrs. Faisy Viju as Independent Director. Mr. Aditya A. Garware retires by rotation and being eligible offers himself for re-appointment. Members are requested to re-elect

him as a Director. Mr. A. K. Thanavala and Mr. S. Y. Mulani, Independent Directors, hold office upto 31st march, 2024. The Company has obtained necessary declaration with respect to independence from all the Independent Directors, including

mrs. Faisy Viju. Further all Directors have complied with the Code for Independent Directors prescribed in Schedule IV to the Companies Act, 2013.

The Company has formulated a Code of Conduct for Directors and Senior management Personnel and the same has been complied with. The Code of Conduct for Directors and Senior management is available on the Company’s website www.globaloffshore.in.

13] auditors: messrs. D. Kothary & Co. were appointed as Statutory Auditors of the Company for a period of 5 years from the conclusion of 39th

Annual General meeting held on 28th September, 2017 till the conclusion of 44th Annual General meeting. There are no Qualifications in the Auditors’ Report. However, the Auditors have enumerated “Emphasis of Matter” for the attention

of the Shareholders. The Management clarifies that the Company has not accepted the switchover of interest and continues to provide interest as per

original terms, especially in view of the fact the discussions between the Company and its lender, State Bank of India (SBI), for a Settlement are ongoing and in view of recent hon’ble Supreme Court decisions in the matter.

As regards observations of the Auditors in the annexure a to the Auditors Report, the Board of Directors clarify as follows :1] Clause ii(a) of Annexure A to the Auditors’ Report regarding verification of the physical inventory: The Board clarifies that Management representatives on the Vessels have carried out the physical verification of the inventories

and the same have been confirmed by them. The Auditors have relied on the report of Management since it is impractical for them to carry out physical verification of the inventory as this would also have led to a substantial loss of charter hire, which is something the Company cannot afford.

2] Clause no.vii(c) regarding pendency of the following income tax dues for the year 2011-12 : sr. no

name of the statute

nature of dues

forum where the dispute is pending

period to which the demand relates.

demand amount (in rs.)

amount adjusted against

refunds

amount outstanding

after adjustment

1) Income Tax Act, 1961

Income Tax ITAT, mumbai

FY 2011-12 2,06,34,358 1,15,44,220 (Against Refund of AY 2014-15)

90,90,138

The appeal before the Income-Tax Appellate Tribunal was heard by them, outcome of which is awaited. 14] personnel: The relations with Employees of the Company, both On-Shore and Floating Staff have been cordial. Your Directors wish to express

their appreciation of the services rendered by the devoted Employees, which has helped the Company to continue operations during these extremely difficult times.

15] dematerialisation of shares: The Company’s shares continue to be traded in Electronic Form. As per Securities and Exchange Board of India (SEBI) requirement,

100% of the shares held by the Promoter / Persons Acting in Concert category are in Electronic Form.16] eXtract of annual return : The Extract of the Annual Return as prescribed in Form no.mGT 9 is enclosed herewith as annexure a.17] statement of declaration Given bY independent directors: The Independent Directors of the Company viz. mr. A.K. Thanavala, mr. S. Y. mulani and mrs. Faisy Viju have given a declaration

that they meet the criteria of independence as provided in Sub-section (6) of Section 149 of the Companies Act, 2013.

15


18] number of board meetinGs: During the year under review, 5 Board meetings were held as detailed below: (i) 30th may, 2019, (ii) 6th August, 2019, (iii) 5th november, 2019 (iv)10th January, 2020 and (v) 10th February, 2020. 19] board evaluation: Pursuant to the provisions of Section 178 of the Companies Act, 2013 and provision of SEBI (listing Obligations and Disclosure

Requirements), Regulations 2015, the Company has put in place an evaluation framework for evaluation of the Board, Directors, Chairman and Committees, with the approval of the nomination and Remuneration Committee.

The evaluations for the Directors, the Board and the Committees is carried out through circulation of questionnaires for the Directors, for the Board, for the Chairman of the Board and the Committees, respectively. The performance of the Board is assessed on select parameters related to roles, responsibilities and obligations of the Board, relevance of Board discussions, attention to strategic issues, performance on key areas, providing feedback to Executive management and assessing the quality, quantity and timeliness of flow of information between the Company Management and the Board. The evaluation criteria for the Directors is based on their participation, contribution, offering guidance to and understanding of the areas which were relevant to them in their capacity as members of the Board. The evaluation criteria for the Chairman of the Board, besides the general criteria adopted for assessment of all Directors, focuses on leadership abilities, effective management of meetings and preservation of the interest of stakeholders. The evaluation of the Committees is based on the assessment of the clarity with which the mandate of the Committee is defined, effective discharge of the terms and reference of the Committees and assessment of effectiveness of contribution of the Committee’s deliberation / recommendations to the functioning / decisions of the Board. The overall performance evaluation process was completed to the satisfaction of the Board.

20] familarisation proGramme for directors: At the time of appointment on the Board, each Independent Director is issued a formal letter of appointment, which inter alia

explains the role, function, duties and responsibilities expected of him as a Director of the Company. All the Directors have been provided with a deep insight into the business of the Company including the working of the subsidiaries. Vessel-wise details have also been furnished to them. The Directors have also received a detailed explanation on the Compliances required from him/her under the Companies Act, 2013, SEBI (listing Obligations & Disclosure Requirements) Regulations, 2015 and other relevant regulations and affirmation taken with respect to the same.

21] details of loans Granted / investments made / Guarantees provided under section 186 of companies act, 2013 :

The details of the loans/Investment/Guarantees, during the year under review is enclosed as annexure b.22] particulars of contracts or arranGement With related parties: The details of contracts arrangement with related parties (See annexure c).23] statement on development and implementation of risks manaGement policY: Risk management is a key aspect of the “Corporate Governance Principles and Code of Conduct” which aims to improve the

governance practices across all Company activities. Risk management policy and processes will enable the Company to proactively manage uncertainty and changes in both internal and external environments in an attempt to capitalize on opportunities and limit negative impacts.

The risk management policy of the Company identifies, evaluates, monitors and minimizes identifiable risks.24] corporate social responsibilitY (csr): During the year under review, the Company did not undertake any CSR activity. Kindly refer to annexure d.25] siGnificant & material orders passed bY the reGulators: There was no significant and material order passed by Regulators or Courts or Tribunals impacting the future operations or the

“going concern” status of the Company. 26] internal financial control: In the opinion of Board of Directors, there is adequate Internal Financial Control with respect to the preparation and presentation of

the Financial statements which form a part of this Annual Report.27] secretarial auditor: The Board has appointed mr. Rajkumar Tiwari, FCS as Secretarial Auditor. In compliance of Regulation 24A of SEBI (Listing Obligation and Disclosure Requirements) Regulation 2015, Company has filed

Secretarial Compliance Report issued by the Secretarial Auditor with the Stock Exchanges. The Secretarial Auditor also carried out Secretarial Audit and submitted his Report pursuant to Section 204(1) of the Companies Act,

2013 and rule 9 of the Companies (Appointment and Remuneration of managerial Personnel Rules, 2014 enclosed as annexure e to the Directors’ Report.

In both the Reports above, the Secretarial Auditors’ has observed the following : “On verification of Corporate Governance Report submitted by the company for the quarter ended December 31, 2019 it was

observed that the company had not complied with regulation 19(1)/(2) of listing Obligations and Disclosure Requirements

16


Regulations, 2015 for which National Stock Exchange of India Limited (NSE) Levied a fine of Rs. 4,000/- plus GST vide Notice dated 03rd February, 2020.

Further the Company had paid the fine within the prescribed time period and also informed Stock Exchange of the corrective action initiated in this regard”.

The Board clarifies that : Upon the resignation of mr. J. C. Chopra, member of nomination & Remuneration Committee (n & R Comm), the Company was in

the process of appointing another member to the n & R Comm. however, in view of the latest requirement of the Companies Act, 2013 and rules made thereunder which mandates registration of Independent Director as also passing of the Exam for qualifying as independent Director, it became extremely difficult for Company to appoint another member within the required time. However, after rigorous search, the Company appointed mrs. Faisy Viju as member of n & R Committee w.e.f. 10/01/2020.

28] disclosure under the seXual harassment of Women at Workplace (prevention, prohibition and redressal) act, 2013:

The Company has in place an Anti Sexual harassment Policy in line with the requirements of The Sexual harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. An Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary) are covered under the policy.

no sexual harassment complaints were received during the year.29] corporate Governance: A separate report on Corporate Governance along with the Auditors’ Certificate on its compliance is given separately in the Annual

Report. 30] conservation of enerGY, technoloGY absorption, foreiGn eXchanGe earninGs and outGo: The required details are enclosed as annexure f.31] subsidiaries, Joint venture of associate companies : During the year under review, there were no Companies which became or ceased to be a subsidiary, joint venture or an associate

Company. 32] details relatinG to remuneration of directors, keY manaGerial personnel and emploYees: The information required under Section 197 read with Rule 5 of Companies (Appointment and Remuneration of managerial

personnel) Rules, 2014 in respect of employees of the Company and Directors is furnished in annexure – G. 33] details of directors or keY manaGerial personnel/sr. manaGement appointed or resiGned durinG

the Year: During the year under review mr. J. C. Chopra – Independent Director resigned due to old age and ill health. mrs. Faisy Viju was

appointed as Additional Director – Independent in his place. There was no change in other Key managerial Personnel during the year. however, after the end of the year under review, mr. B.P.

Tripathy, President - (Technical) resigned w.e.f. 24th April, 2020 and mr. V.V. Vibhute was appointed as President - (Technical) w.e.f. 15th April, 2020 in his place.

acknoWledGement:The Board wishes to thank the Office of Directorate General of Shipping, Mercantile Marine Department, Shipping Master, IRS, and State Bank of India for their continued support and co-operation during the year. By order of the Board

Sd/-

Place : mumbai aditYa a. GarWare Dated : 11th August, 2020. chairman din: 00019816

17


anneXure a to directors’ reportform no. mGt-9

eXtract of annual return as on the financial year ended on 31st march, 2020

[Pursuant to Section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (management and Administration) Rules, 2014]

i. reGistration and other details:i) CIn l61100mh1976PlC019229ii) Registration Date 20/09/1976iii) name of the Company GlOBAl OFFShORE SERVICES lImITEDiv) Category / Sub-Category of the Company -v) Address of the Registered Office and

Contact details101, Swapnabhoomi, ‘A’ Wing, S.K. Bole Road, Dadar (West), mumbai – 400 028.Tel. : 022-24234000 Fax no. 24362764Email : [email protected]

vi) Whether listed Company Yes / novii) name, Address and Contact details of

Registrar and Transfer Agent, if any.Big Share Services Pvt. ltd., 01st Floor, Bharat Tin Works Building, Opp. Vasant Oasis, makwana Road,marol, Andheri (East), mUmBAI – 400 059.Tel.: 62638200 Fax no.: 62638299Email : [email protected]

ii. principal business activities of the companY:- All the business activities contributing 10% or more of the total turnover of the Company shall be stated:-

sr. no.

name and description of main products / services nic code of the product / service

% to total turnover of the company

1 To provide services incidental to offshore oil extractionTo provide services incidental to offshore gas extraction

0910109103

100 %

To provide inland Freight water transport 50220

iii. particulars of holdinG, subsidiarY and associate companies:sr.no.

name and address of thecompanY

cin/Gln holdinG/ subsidiarY/associate

% of sharesheld

applicable section

1 Garware Offshore International Services Pte. ltd.

- Wholly Owned Subsidiary 100% 2 (87) of the Companies Act, 2013

2 Global Offshore Services B.V. - Subsidiary Company 68% - Do -

iv. share holdinG pattern (equity share capital breakup as percentage of total equity):i) category-wise share holding:

category of shareholders

no. of shares held at the beginning of the year 01.04.2019

no. of shares held at the end of the year 31.03.2020

% change during

the yeardemat physical total % of total

sharesdemat physical total % of total

sharesA. promoters/

pac(1) indiana) Individual/ hUF 1582582 - 1582582 6.40 1732587 - 1732587 7.00 0.60b) Central Govt. - - - - - - - - -c) State Govt.(s) - - - - - - - - -d) Bodies Corp 3259197 - 3259197 13.18 4492236 - 4492236 18.17 4.99e) Banks/FI - - - - -f) Any Other…. - -sub-total (a1) 4841779 - 4841779 19.58 6224823 - 6224823 25.17 5.59(2) foreigna) nRIs- Individuals 769138 - 769138 3.11 769138 - 769138 3.11 -b) Other –

Individuals- - - - - - - - -

c) Bodies Corp. 2564500 - 2564500 10.37 1190745 - 1190745 4.82 (5.55)d) Banks/FI - - - - - - - - -e) Any Other… - - - - - - - - -

18


category of shareholders

no. of shares held at the beginning of the year 01.04.2019

no. of shares held at the end of the year 31.03.2020

% change during

the yeardemat physical total % of total

sharesdemat physical total % of total

sharessub-total(a2):- 3333638 - 3333638 13.48 1959883 - 1959883 7.93 (5.55)total shareholding of promoter (a)=(a1)+(a2)

8175417 - 8175417 33.06 8184706 - 8184706 33.10 0.04

B. publicshareholding

1. institutionsa) mutual Funds - 30050 30050 0.12 - 30050 30050 0.12 --b) Banks/FI 1256940 10550 1267490 5.13 1256958 10550 1267508 5.13 -c) Central Govt. - 160 160 0.00 - 160 160 0.00 -d) State Govt(s) - - - - - - - - -e) Venture Capital - - - - - - - - -

Fundsf) Insurance

Companies- - - - - - - - -

g) FIIs 142427 - 142427 0.58 142427 - 142427 0.58 -h) Foreign Venture

Capital Funds- - - - - - - - -

i) Others(specify) - - - - - - - - -sub-total (b1) : 1399367 40760 1440127 5.83 1399385 40760 1440145 5.83 -2. non-institutionsa) Bodies Corp.i) Indian 2207985 4517 2212502 8.95 1938148 4517 1942665 7.86 (1.09)ii) Overseas - - - - - - - - -b) Individuals - - - - - - - - -i) Individual

shareholders holding nominal share capital upto Rs.1lakh

6077307 682434 6759741 27.34 6629497 663704 7293201 29.49 2.15

ii) Individual shareholders holding nominal share capital in excess of Rs.1 lakh

4826802 - 4826802 19.52 3780619 - 3780619 15.29 (4.23)

c) Others (specify)i) nRI 605338 500 605838 2.45 658483 500 658983 2.66 0.21ii) h.U.F. - - - - 703703 - 703703 2.85 2.85iii) Trusts 443781 - 443781 1.79 460186 - 460186 1.86 0.07iv) IEPF 264585 - 264585 1.06 264585 - 264585 1.06 -sub-total (b2) 14425798 687451 15113249 61.11 14435221 668721 15103942 61.07 (0.04)Total Public Shareholding

15825165 728211 16553376 66.94 15834606 709481 16544087 66.90 (0.04)

(B)=(B1)+(B2)C. Shares held by

Custodian for GDRs & ADRs

- - - - - - - - -

Grand Total (A+B+C) 24000582 728211 24728793 100.00 24019312 709481 24728793 100.00 -

19


(ii) shareholding of promoters / persons acting in concert with promoters:sr.no.

shareholder's name shareholding at thebeginning of the year 01.04.2019

shareholding at the endof the year 31.03.2020

% change inshareholding

during theyear

no. ofshares

% of totalshares of

thecompany

%of sharespledged /

encumberedto totalshares

no. ofshares

% oftotal

sharesof the

company

% of sharespledged /

encumberedto totalshares

1 SUShmA GARWARE 1441913 5.83 - 1558418 6.30 - 0.472 ADITYA GARWARE 769138 3.11 - 769138 3.11 - -3 mAnEEShA ShATUl ShAh 104988 0.43 - 120988 0.49 - 0.064 A. B. GARWARE hUF 30506 0.13 - 30506 0.13 - -5 ShEFAlI BAJAJ -- -- - 17000 0.07 0.076 ShEElA ShAShIKAnT GARWARE 551 0.00 - 551 0.00 - -7 ShAShIKAnT B GARWARE 551 0.00 - 551 0.00 - -8 AnITA ChAnDRKAnT GARWARE 51 0.00 - 51 0.00 - -9 GARWARE mARInE InD.lTD. 1451886 5.88 - 1451886 5.88 -

10 UnIVERSAl InVESTmEnT SERVICESPVT. lTD.

1412963 5.71 - 1653188 6.69 - 0.98

11 mAUVE TRADInG & InVESTmEnTCO. PVT. lTD.

237556 0.96 - 361056 1.46 - 0.50

12 ADSU TRADInG InVESTmEnT CO PVT . lTD.

99517 0.40 - 515181 2.08 - 1.68

13 mASU TRADInG & InVESTmEnT CO. PVT. lTD.

38050 0.15 - 180750 0.73 - 0.58

14 ShESU TRADInG & InVESTmEnT CO PVT. lTD.

16800 0.07 - 327750 1.33 - 1.26

15 GARWARE GOA nETS lTD. 2425 0.01 - 2425 0.01 - -16 AShESh ChAnDARAnA 3607 0.01 - 3607 0.01 - -17 nAREnDRA S. SURVE 155 0.00 - 655 0.00 - -18 KEYUR S. DAVE 100 0.00 - 100 0.00 - -19 PRADIP S ShAh 100 0.00 - 100 0.00 - -20 ShYAmSUnDER V ATRE 50 0.00 - 50 0.00 - -21 AJAY C. GAnDhI 10 0.00 - 10 0.00 - -22 ROnDOR OVERSEAS lTD. 1286250 5.20 - 1190745 4.82 - (0.38)23 ClEARWEll EnTERPRISES lTD. 1278250 5.17 - -- -- - (5.17)

total 8175417 33.06 8184706 33.11 - 0.05

Date wise Increase/ Decrease in Promoters Shareholding during the period 01.04.2019 to 31.03.2020.sr. no.

name shareholding at the beginning of

the year 01.04.2019

date increase /decrease in

shareholding

reasons cumulative shareholding at

the end of the year 31.03.2020

no. of shares.

% of total shares.

no. of shares

% of total shares.

1 SUShmA AShOK GARWARE 1441913 5.83 1st Apr-2019 1441913 5.83 - 23-Aug-2019 5,000 Buy 1446913 5.85 - 30-Aug-2019 10,000 Buy 1456913 5.89 - 06-Sep-2019 6,000 Buy 1462913 5.92 - 13-Sep-2019 10,000 Buy 1472913 5.96 - 19-Sep-2019 40,000 Buy 1512913 6.12 - 22-nov-2019 30,000 Buy 1542913 6.24 - 13-Dec-2019 4,800 Buy 1547713 6.26 - 20-Dec-2019 10,705 Buy 1558418 6.30

2 ShAh mAnEEShA ShATUl 104988 0.42 1st Apr-2019 104988 0.42 - 06-Sep-2019 16,000 Buy 120988 0.49

20


sr. no.


the year 01.04.2019


shareholding



no. of shares.

% of total shares.

no. of shares

% of total shares.

3 ShEFAlI BAJAJ 0 0.00 1st April 2019 0 0.00 - 23-Aug-2019 11,000 Buy 11000 0.04

- 30-Aug-2019 6,000 Buy 17000 0,074 UnIVERSAl InVESTmEnT 1412963 5.71 1st Apr-2019 1412963 5.71

SERVICES PVT. lTD. - 23-Aug-2019 5,500 Buy 1418463 5.74 - 30-Aug-2019 3,500 Buy 1421963 5.75 - 06-Sep-2019 7,000 Buy 1428963 5.78 - 13-Sep-2019 7,000 Buy 1435963 5.81 - 19-Sep-2019 40,000 Buy 1475963 5.97 - 27-Sep-2019 110,000 Buy 1585963 6.41 - 30-Sep-2019 60,000 Buy 1645963 6.66 - 21-Feb-2020 4,240 Buy 1650203 6.67 - 28-Feb-2020 2,985 Buy 1653188 6.69

5 ADSU TRADInG AnD 99517 0.40 1st Apr-2019 99517 0.40InVESTmEnT COmPAnY - 23-Aug-2019 1,500 Buy 101017 0.41PRIVATE lImITED - 30-Aug-2019 4,000 Buy 105017 0.42 - 13-Sep-2019 20,000 Buy 125017 0.51 - 19-Sep-2019 60,000 Buy 185017 0.75 - 27-Sep-2019 205,000 Buy 390017 1.58 - 30-Sep-2019 125,000 Buy 515017 2.08 - 20-mar-2020 164 Buy 515181 2.08

6 mAUVE TRADInG COmPAnY 237556 0.96 1st Apr-2019 237556 0.96PVT lTD - 30-Aug-2019 7,500 Buy 245056 0.99 - 06-Sep-2019 8,000 Buy 253056 1.02 - 13-Sep-2019 8,000 Buy 261056 1.06 - 19-Sep-2019 60,000 Buy 321056 1.30 - 27-Sep-2019 40,000 Buy 361056 1.46

7 ShESU TRADInG AnD 16800 0.07 1st Apr-2019 16800 0.07InVESTmEnT COmPAnY PVT - 23-Aug-2019 1,500 Buy 18300 0.07lTD - 30-Aug-2019 4,000 Buy 22300 0.09 - 13-Sep-2019 16,000 Buy 38300 0.15 - 20-Sep-2019 20,000 Buy 58300 0.24 - 23-Sep-2019 50,000 Buy 108300 0.44 - 27-Sep-2019 109,250 Buy 217550 0.88 - 30-Sep-2019 60,000 Buy 277550 1.12 - 15-nov-2019 50,000 Buy 327550 1.32 - 20-mar-2020 200 Buy 327750 1.33

8 mASU TRADInG AnD 38050 0.15 1st Apr-2019 38050 0.15InVESTmEnT COmPAnY PVT - 23-Aug-2019 2,500 Buy 40550 0.16lTD - 30-Aug-2019 4,000 Buy 44550 0.18 - 13-Sep-2019 6,000 Buy 50550 0.20 - 20-Sep-2019 40,000 Buy 90550 0.37 - 23-Sep-2019 50,000 Buy 140550 0.57 - 27-Sep-2019 40,000 Buy 180550 0.73 - 20-mar-2020 200 Buy 180750 0.73

9 ClEARWEll EnTERPRISES 1278250 5.17 1st Apr-2019 1278250 5.17lTD - 16-Aug-2019 -6,000 Sell 1272250 5.14 - 23-Aug-2019 -26,000 Sell 1246250 5.04 - 30-Aug-2019 -55,000 Sell 1191250 4.82

21


sr. no.


the year 01.04.2019


shareholding



no. of shares.

% of total shares.

no. of shares

% of total shares.

- 06-Sep-2019 -27,000 Sell 1164250 4.71 - 13-Sep-2019 -55,000 Sell 1109250 4.49 - 19-Sep-2019 -260,000 Sell 849250 3.43 - 20-Sep-2019 -100,000 Sell 749250 3.03 - 23-Sep-2019 -140,000 Sell 609250 2.46 - 27-Sep-2019 -609,250 Sell 0 0.00

10 ROnDOR OVERSEAS lTD 1286250 5.20 1st Apr-2019 1286250 5.20 - 15-nov-2019 -80,000 Sell 1206250 4.88 - 20-Dec-2019 -15,505 Sell 1190745 4.82

11 SURVE nAREnDRA 155 0.00 1st Apr-2019 155 0.00ShAnTARAm - 13-mar-2020 500 Buy 655 0.00

(iv) shareholding pattern of top ten shareholders (other than directors, promoters and holders of Gdrs and adrs):sr. no.

name shareholding at the beginning ofthe year 01.04.2019

shareholding at the end of the year31.03.2020

no. of shares % of total sharesof the company


1. General Insurance Corporation of India. 755,325 3.05 755,325 3.052. Kemper Properties holding Pvt. ltd. 657,294 2.66 657,294 2.663. manoj mittal 627,857 2.54 627,857 2.544. United India Insurance Company limited. 501,615 2.03 501,615 2.035. Shri. Krishna Welfare Trust. 443,780 1.79 460185 1.866. Ramesh Singhal 440,923 1.78 454923 1.847. Anita Jaideep Sampat. 310,000 1.25 310,000 1.258. Varun Singhal 264,804 1.07 264,804 1.079. malti narendra Sampat. 251,269 1.02 251,269 1.02

10. B. n. mittal. 245,833 0.99 245,833 0.99

(v) shareholding of directors and key managerial personnel:sr.no.

name shareholding at the beginning of the year 01.04.2019

shareholding at the end of the year31.03.2020


no. of shares % of total shares of the company

1. mr. Aditya A. Garware 7,69,138 3.11 7,69,138 3.11 2.. mrs. maneesha Shah 1,04,988 0.43 1,20,988 0.493. mr. J. C. Chopra

Resigned w.e.f. 30.09.2019)1,000 0.00 ----- -----

4. mr. A. K. Thanavala 100 0.00 100 0.005. mr. S. Y. mulani ----- ----- ----- -----6. mrs. Faisy Viju

(Appointed w.e.f 10.01.2020)----- ---- ----- -----

7. mr. m. m. honkan(Appointed w.e.f. 01.04.2019)

----- ------ 1,000 0.00

8. mr. A. C. Chandarana 3,607 0.01 3,607 0.019. mr. P. S. Shah 100 0.00 100 0.00

22


v. indebtedness indebtedness of the company including interest due but not paid / accrued but not due for payment.

(rs. in lacs)particulars secured

loansunsecured

loansdeposits total

At the beginning of the financial yeari) Principal 34,334.75 1,199.17 - 35,533.92ii) Interest due but not paid 4,952.18 116.33 - 5,068.51iii) Interest accrued but not due - - - -Total (i+ii+iii) 39,286.93 1,315.50 - 40,602.43Change during the financial year AdditionPrincipal* 3,027.92 105.75 - 3,133.67Interest Charged** 3,147.89 81.55 - 3,229.44 Reduction - - - -PrincipalInterest paid (249.50) - - (249.50)net change. 5,926.31 187.30 - 6,113.61At the end of the financial yeari) Principal 37,362.67 1,304.92 - 38,667.59ii) Interest due but not paid 7,850.57 197.88 - 8,048.45iii) Interest accrued but not due - - - -Total (i+ii+iii) 45,213.24 1,502.80 - 46,716.04

*This is as a result of re-statement in view of change in USD/InR parity. **Part increase in interest amount is as a result of re-statement in view of change in USD/InR parity.vi. remuneration of directors and keY manaGerial personnela. remuneration paid to Whole-time directors and / or manager:

particulars m.m.honkan(rs.)

Salary 44,48,400.00leave Encashment -meal Coupons 30,000.00medical -PF 1,44,000.00monetary Value Of Perquisites nIlStock Option nIlSweat Equity nIlCommission nIl- as % of profit nIl- Others, specify nIl

total 46,22,400.00

b. remuneration paid to non-executive director (other than independent directors) :sr.no.

name of the director sitting feesrs.

consultancy fees rs.

total (rs.)

1 mr. Aditya Garware 1,00,000.00 70,50,000.00 71,50,000.002 mrs. maneesha S. Shah 75,000.00 - 75,000.00

c. remuneration paid to independent directors :sr.no.

name of the independent director

sitting feesrs.

consultancy feesrs

total (rs.)

1. mr. A. K. Thanavala 1,50,000.00 - 1,50,0000.002. mr. J. C. Chopra (*) 50,000.00 - 50,000.003. mr. S. Y. mulani 1,25,000.00 - 1,25,000.004 mrs.Faisy Viju (**) 45,000.00 75,000.00 1,20,000.00

*Resigned w.e.f. 30th September, 2019 (**) Appointed w.e.f 10th January, 2020

23


d. remuneration to key managerial personnel other than md/manager/Wtd director:particulars a. c. chandarana p.s. shahSalary 34,72,020.00 34,07,634.00leave Encashment - -Ex-Gratia - -meal Coupons - 31,500.00medical - -PF 1.58,460.00 -monetary Value Of Perquisites 5,77,584.00 4,79,934.00Stock Option - -Sweat Equity - -Commission - -- as % of profit - -- Others, specify - -total 42,08,064.00 39,19,068.00

vii. penalties / punishment/ compoundinG of offences:type section of the

companies actbrief

descriptiondetails of penalty/

punishment/compoundingfees imposed

authority[rd / nclt /

court]

appealmade, if any(give details)

A. COmPAnYPenalty Rs. 4.720.00 *Punishment --------------------- nil ---------------------CompoundingB. DIRECTORSPenaltyPunishment --------------------- nil ---------------------CompoundingC. OThER OFFICERS In DEFAUlTPenaltyPunishment --------------------- nil ---------------------Compounding

* Paid to the stock exchange for delay in complying with the provision of Securities Exchange Board of India (listing Obligations and Disclosures Requirement), Regulations 2015.

By order of the Board

Sd/-


24


anneXure - b to directors’ reportparticulars of loans, Guarantees and investments made in equity shares under section 186 of

companies act, 2013 during the financial Year 01st april, 2019 - to 31st march, 2020.sr.no.

date name of partY loan (amount in usd)

Guarantee (amount in usd)

investment in eQuitY

nIl


Sd/-


anneXure – c to directors’ reportform no. aoc.2

Form for disclosure of particulars of contracts / arrangements entered into by the Company with related parties referred to in sub-section(1) of section 188 of the Companies Act, 2013 including certain arms length transactions under third proviso thereto.

(Pursuant to clause (h) of sub-section (3) of Section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014) 1. Details of contracts or arrangements or transactions not at arm’s length basis.

(a) name(s) of the related party and nature of relationship. nIl(b) nature of contracts / arrangements / transactions. nIl(c) Duration of the contracts / arrangements / transactions. nIl(d) Salient terms of the contracts or arrangements or transactions including the value, if any. nIl(e) Justification for entering into such contracts or arrangements or transactions. nIl(f) Date(s) of approval by the Board. nIl(g) Amount paid as advances, if any. nIl(h) Date on which the special resolution was passed in general meeting as required under first proviso to section 188. nIl

2. Details of material contracts or arrangement or transactions at arm’s length basis.(a) name(s) of the related party and nature of relationship. nIl(b) nature of contracts / arrangements / transactions. nIl(c) Duration of the contracts / arrangements / transactions. nIl(d) Salient terms of the contracts or arrangements or transactions including the value, if any. nIl(e) Date(s) of approval by the Board, if any. nIl(f) Amount paid as advances, if any. nIl.


Sd/-


25


anneXure - d to directors’ reportcorporate social responsibilitY (csr) activities durinG the Year 2019-2020.

format of the annual report on csr activities to be included in the board’s report.

1 A Brief outline of the Company’s CSR policy, including overview of projects or programs proposed to be undertaken and a reference to the web-link to the CSR policy and project or programs.

The Company strives to actively contribute to the Social and Economic development of the community in which it operates.The Company will undertake all or any of the activities specified in Schedule VII to the Companies Act, 2013 as amended from time to time & other activities enumerated in its CSR policy. Kindly refer CSR policy of the Company at www.globaloffshore.in.

2 The Composition of the CSR Committee. mr. J.C. Chopra (*)mr. m. m. honkan mr. S. Y. mulani mrs. Faisy Viju (**)

3 Average net profit / (Loss) of the Company for last three financial years. Rs. (9,606.76) lacs4 Prescribed CSR Expenditure (two per cent of the amount as in item 3 above) n. A.5 Details of CSR spent during the financial year nIl

(a) Total amount to be spent for the financial year n. A.(b) Amount unspent, if any n. A.(c) Manner in which the amount spent during the financial year is detailed below :(1) (2) (3) (4) (5) (6) (7) (8)Sr.no.

CSR project or activity Identified.

Sector in which the Project is

covered.

Projects or programs

(1) local area or other

(2) Specify the State and district where projects

or programs was undertaken.

Amount outlay(budget) project

or programs wise.

Amount spent on the projects or programs Sub-

heads:(1) Direct

expenditure on projects or

programs.(2) Overheads:

Cumulative expenditure upto to the reporting

period.

Amount spent: Direct or through

implementingagency.

nIl6 In case the Company has failed to spend the two percent, of the average net profit of the last

three financial years or any part thereof, the Company shall provide the reasons for not spending the amount in its Board Report.

In view of substantial losses incurred by the Company and the Company's inability to continue repaying its debts, the Company did not spend on CSR.

7 The CSR Committee confirms that subject to above the implementation and monitoring of CSR Policy is in compliance with CSR objectives and Policy of the Company.

(*) Resigned w.e.f 30.09.2019(**) Appointed w.e.f. 10.01.2020

Sd/-Chairman

CSR Committee

Sd/-Chairman

(Person specified under clause (d) of sub-section(1) of section 380 of the Act)

(Wherever applicable)


Sd/-


26


anneXure - e to directors’ reportform no. mr-3

secretarial audit reportfor the financial Year ended 31st march, 2020

Pursuant to Section 204(1) of the Companies Act, 2013 and rule No. 9 of the Companies (Appointment and Remuneration of Managerial Personnel Rules) 2014

To, The members, Global Offshore Services Limited 101, Swapna Bhoomi, “A” Wing, S.K. Bole Road, Dadar - (West), mumbai-400028I have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by Global Offshore Services Limited (CIN:L61100MH1976PLC019229) (hereinafter called “the Company”). Secretarial Audit was conducted in a manner that provided me a reasonable basis for evaluating the corporate conduct/statutory compliances and expressing my opinion thereon.Based on my verification of the Company’s books, papers, minute books, forms and returns filed and other records maintained by the company and also the information provided by the Company, its officers, agents and authorized representatives during the conduct of secretarial audit, I hereby report that in my opinion, the company has, during the audit period covering the financial year ended on 31st march, 2020 complied with the statutory provisions listed hereunder and also that the Company has proper Board-Processes and compliances- mechanism in place to the extent, in the manner and subject to the reporting made hereinafter:I have examined the books, papers, minute books, forms and returns filed and other records maintained by the Company for the financial year ended on 31st march, 2020 according to the provisions of:(i) The Companies Act, 2013 (“the Act”) including amendments thereof and the rules made thereunder;(ii) The Securities Contracts (Regulation) Act, 1956 (“SCRA”) and the rules made thereunder ;(iii) The Depositories Act, 1996 and the Regulations and Bye-laws framed thereunder;(iv) Foreign Exchange management Act, 1999 and the rules and regulations made thereunder to the extent of Foreign Direct Investment,

Overseas Direct Investment and External Commercial Borrowings;(v) The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 (“SEBI Act”):-

a) Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011;b) Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015;c) Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 (not applicable to the

company during the audit period);d) Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014 (not applicable to the company

during the audit period);e) Securities and Exchange Board of India (Issue and listing of Debt Securities) Regulations, 2008 (not applicable to the company

during the audit period);f) Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993 regarding the

Companies Act and dealing with client (not applicable to the company during the audit period);g) Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009 (not applicable to the company during the

audit period);h) Securities and Exchange Board of India (Buyback of Securities) Regulations, 2018; (not applicable to the company during the

audit period);i) Securities and Exchange Board of India (listing Obligations and Disclosure Requirements) Regulations, 2015;

(vi) Specific laws applicable as mentioned hereunder:a) The merchant Shipping Act, 1958;b) The Seamen’s Provident Fund Act.

I have also examined compliance with the applicable clauses of Secretarial Standards 1 and 2, issued by the Institute of Company Secretaries of India with respect to Board and General meetings under the provisions of the Companies Act, 2013.During the year under review the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards, etc. mentioned above except 1) On verification of Corporate Governance Report submitted by the company for the quarter ended December 31, 2019 it was

observed that the company had not complied with regulation 19(1)/(2) of Listing Obligations and Disclosure Requirements Regulations, 2015 for which National Stock Exchange of India Limited (NSE) Levied a fine of Rs. 4,000/- vide Notice dated 03rd February, 2020.

Further the Company had paid the fine within the prescribed time period and also informed Stock Exchange of the corrective action initiated in this regard.

27


i further report thatThe Board of Directors of the Company is duly constituted with proper balance of Executive Directors, non-Executive Directors and Independent Directors. The Changes in the composition of the Board of Directors that took place during the year under review were carried out in compliance with the provisions of the Act except mentioned above in point no.1.Adequate notice is given to all directors to schedule the Board meetings, agenda and detailed notes on agenda were sent at least seven days in advance, and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting.Resolutions have been approved by majority while the dissenting members’, if any, views are captured and recorded as part of the minutes.i further report that there are adequate systems and processes in the company commensurate with the size and operations of the company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.i further report that during the audit period there were no instances of (i) Public/ Rights/ Preferential issue of Shares / Debentures / Sweat Equity, (ii) Buy-back of securities, (iii) Redemption of Preference shares/ Debentures, (iv)merger / Amalgamation / reconstruction etc.(v)Foreign technical collaborations. Signature: sd/- cs rajkumar r. tiwari Company Secretary in Practice Place: mumbai FCS no. 4227 C.P. no. 2400 Date: July 30, 2020 udin: f004227b000527013

This report is to be read with our letter of even date which is annexed as annexure a and forms an integral part of this report.

annexure-aTo, The members, Global Offshore Services Limited 101, Swapna Bhoomi, “A” Wing, S.K. Bole Road, Dadar - (West), mumbai-400028my report of even date is to be read along with this letter.1. maintenance of secretarial record is the responsibility of the management of the company. my responsibility is to express an opinion on

these secretarial records based on my audit.2. I have followed the audit practices and processes as were appropriate to obtain reasonable assurance about the correctness of the

contents of the Secretarial records. The verification was done on test bases to ensure that correct facts are reflected in secretarial records. I believe that the processes and practices, I followed provide a reasonable basis for my opinion.

3. I have not verified the correctness and appropriateness of financial records and Books of Accounts of the Company.4. Where ever required, I have obtained the management representation about the compliance of laws, rules and regulations and happening

of events etc.5. The Compliance of the Provisions of Corporate and other applicable laws, rules, regulations, standards is the responsibility of management.

My examination was limited to the verification of procedures on test basis.6. The Secretarial Audit report is neither an assurance as to the future viability of the Company nor of the efficacy or effectiveness with which

the management has conducted the affairs of the company. Signature: sd/- cs rajkumar r. tiwari Place: mumbai Company Secretary in Practice Date: July 30, 2020 FCS no. 4227 C.P. no. 2400

28


anneXure – f to directors’ reportSTATEmEnT REGARDInG COnSERVATIOn OF EnERGY, TEChnOlOGY ABSORPTIOn AnD FOREIGn EXChAnGE EARnInGS AnD OUTGO AS REQUIRED UnDER ClAUSE (m) OF SUB-SECTIOn (1) OF SECTIOn 134 OF ThE COmPAnIES ACT, 2013 In ThE COmPAnIES (ACCOUnTS) RUlES, 2014.

item no. particularsa. conservation of enerGY

(a) Steps taken and impact on conservation of Energy. Being a Shipping Company, taking of energy Conservation steps does not arise and the impact is not Applicable.

(b) Steps taken by the Company for utilizing alternate sources of energy.

nIl

(c) The capital investment on energy conservation on equipments

nIl

b. technoloGY absorption(i) Efforts made towards technology absorption. nIl(ii) Benefits derived like Product improvement, cost reduction,

product development or import substitution etc.nIl

(iii) In case of imported technology (imported during the last 5 years reckoned from the beginning of the financial year) following information may be furnished.

nIl

a) Technology Imported.b) Year of Import.c) has technology been fully absorbed?d) If not fully absorbed, Areas where absorption has not

taken place and reasons thereof. (iv) Expenditure on R & D nIl

c. foreiGn eXchanGe earninGs and outGo(a) Foreign exchange earned in terms of actual inflow (on

account of charter hire earnings and interest etc.).rs.4,957.50 lacs

(b) Foreign exchange outgo in terms of actual outflow. Operating expenses, Standby expenses, and interest payment etc.

rs.3,164.05 lacs


Sd/-


29


anneXure – G to directors’ reportInformation pursuant to Section 197 of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of managerial Personnel) Rules, 2014.i] The ratio of the remuneration of each Director to the median remuneration of the employees of the Company for the financial year 2019-

2020:name of directors ratio of remuneration to median remuneration of employeesmr. m.m. honkan – Whole Time Director 7.94:1

ii] The percentage increase in remuneration of each Director, Chief Executive Officer, Chief Financial Officer, Company Secretary in the financial year 2019-2020:name of key managerial personnel: % increase in remuneration in the financial year.mr. m. m. honkan – Whole Time Directormr. A.C. Chandarana – Company Secretary, President – legal & Admin.Mr. P. S. Shah – Chief Financial Officer

n.A13%18%

iii] The percentage increase in the median remuneration of employees in the financial year : 10% on an annualized basis.iv] The number of permanent employees on the rolls of Company : 30 as on 31st march, 2020.v] Average percentile increase already made in the salaries of employees other than the Managerial personnel in the last financial year and

its comparison with the percentile increase in the Managerial remuneration and justification thereof and any exceptional circumstances if any, for increase in the managerial remuneration:• Average increase in remuneration of employees excluding KMPs: 11% on an annualized basis.• Average decrease in remuneration of KMPs: nIl.• KMP salary increases are decided based on the Company’s performance, individual performance, inflation, prevailing industry trends

and benchmarks:vi] Affirmation that the remuneration is as per the Remuneration Policy of the Company. The Company affirms that remuneration is as per the Remuneration Policy of the Company. vii] Details of top ten employees in terms of remuneration drawn during the financial year 2019-20:

Sr.no.

name of Employee & Designation. Salary drawn during the year Rs. in lakhs

Remarks

1. mr. m. m. honkan – Whole-Time Director 46.22 ---------2. mr. K. S. Dave – President (Commercial) 46.30 ---------3. mr. B.R. Tripathy – President – Technical 41.22 ---------4. mr. A.C. Chandarana – Company Secretary – President –

legal & Admin. 42.08 ---------

5. Mr. P.S. Shah – Chief Financial Officer. 39.19 ---------6. mr. S. Kanwar – President – Operations & hSSE 36.70 ---------7. mr. V. S. Shirke – Asst. General manager – hSSE & Training. 15.16 ---------8. mr. P. T. malap – General manager – Accounts. 11.96 ---------9. mrs. B.m. Khambe – manager – Business Development 11.63 ---------10. mr. m. S. Kudalkar – Senior manager – hR & Admin. 10.73 ---------

viii] Statement of particulars of employees pursuant to the provisions of Section 197(12) of The Companies Act, 2013 read with the Companies (Appointment and Remuneration of managerial Personnel) Rules, 2014.

There is no employee whose salary exceeded Rs.8.50 lakhs per month or Rs.1.02 Crore p.a.


Sd/-


30


report on corporate Governance1. statement on companY’s philosophY on code of Governance: Corporate Governance encompasses a set of systems and practices to ensure that the Company’s affairs are being managed in a manner

which ensures accountability, transparency and fairness in all transactions in widest sense.2. board of directors: During the year under review, the Board of the Company comprised of Professionally Well-Qualified Individuals and consisted of Six

members. mr. Aditya Garware, is the non Executive Chairman and mr. m.m. honkan is Whole-Time Director. Except for mr. honkan, all Directors are non-Executive Directors.

During the year under review Five Board meetings were held as detailed below. The maximum time gap between two Board meetings did not exceed four months.

sr. no. dates of the meetingi) 30th may, 2019ii) 06th August, 2019iii) 05th november, 2019iv) 10th January, 2020v) 10th February, 2020

name ofdirectors

no. of board meetings attended

attendanceat last aGm

category of director no. of other committeedirectorship

no. of other

directorships

no. ofshares held.chairman member

mr. Aditya Garware Chairman

5 Yes Promoter – non Whole Time Director

- 1 8 * 7,69,138

mrs. maneesha Shah 3 Yes Promoter – non-Whole Time Director

- - 4 1,20,988

mr. A.K. Thanavala 5 Yes Independent Director - - - 100mr. S. Y. mulani 4 Yes Independent Director - - - -mr. J.C. Chopra(Resigned w.e.f. 30.09.2019)

2 no Independent Director - - 2 1,000

mrs. Faisy Viju(Appointed w.e.f. 10.01.2020)

1 n. A Independent Director - - 1 -

mr. m. m. honkan 5 Yes Whole-Time Director - - - 1,000 * includes Directorship of one listed Company viz. Garware marine Industries ltd., - Promoter Director. mr. Aditya A. Garware and mrs. maneesha Shah are related to each other. none of the other Directors are related to each other or to

mr. Aditya A. Garware and mrs. maneesha Shah. As stipulated under SEBI (listing Obligations and Disclosure Requirements) Regulation 2015, no Director is a member of more than

10 Committees or a Chairman of more than 5 Committees across all the companies in which he is a Director. (Committees being Audit Committee and the Shareholders’ Grievance Committee only).

3. audit committee: composition : The Company’s Board of Directors has constituted an Audit Committee comprising of non-Executive and Independent Directors. The

members of this Committee are well versed with finance & accounts / legal matters and general business practices. During the year Mr. J.C. Chopra resigned w.e.f. 30.09.2019. mrs. Faisy Viju was appointed as a member w.e.f. 10.01.2020. The members of the Audit Committee are mr. A. K. Thanavala, mrs. maneesha S. Shah, mr. S.Y. mulani and mrs. Faisy Viju (w.e.f. 10.01.2020).

mr. A. K. Thanavala acts as Chairman of the Committee. mr. A.C. Chandarana - Company Secretary, President – legal & Admin. acts as a Secretary to the Committee. terms of reference: The Committee’s composition meets with the requirements of Section 177 of Companies Act, 2013 and Regulation 18 of SEBI (listing

Obligations and Disclosure Requirements) Regulations, 2015. Members of Audit Committee possess financial / accounting expertise / exposure.i) power of audit committee:

1. To investigate any activity within its terms of reference.2. To seek information from any employee.3. To obtain outside legal or other professional advice.4. To secure attendance of outsiders with relevant expertise, if considered necessary.

31


ii) role of audit committee:1. Oversight of the Company’s financial reporting process and the disclosure of its financial information to ensure that the financial

statement is correct, sufficient and credible;2. Recommendation for appointment of auditors of the company including payment of remuneration and other terms;3. Approval of payment to statutory auditors for any other services rendered by them;4. Reviewing (with the management if required), the Annual Financial Statements and Auditor’s Report thereon before submission

to the Board for approval, with particular reference to:a. matters required to be included in the Director’s Responsibility Statement in the Board’s report in terms of clause (c) of sub-

section 3 of section 134 of the Companies Act, 2013.b. Changes, if any, in accounting policies and practices and reasons for the same.c. major accounting entries involving estimates based on the exercise of judgment by management.d. Significant adjustments made in the financial statements arising out of audit findings.e. Compliance with listing and other legal requirements relating to financial statements.f. Disclosure of any related party transactions.g. Qualifications in the draft audit report.

5. Reviewing, with the management, the quarterly financial statements before submission to the Board for approval;6. Reviewing, with the management, the statement of use/application of funds raised through an issue (public issue, rights issue,

preferential issue, etc.), the statement of funds utilized for purposes other than those stated in the offer document / prospectus / notice and the report submitted by the monitoring agency monitoring the utilisation of proceeds of a public or rights issue, and making appropriate recommendations to the Board to take steps in this matter;

7. Review and monitor the auditor’s independence and performance, and effectiveness of audit process;8. Approval or any subsequent modification of transactions of the Company with related parties;9. Scrutiny of inter-corporate loans and investments;10. Valuation of undertaking or assets of the Company, wherever necessary;11. Evaluation of internal financial controls and risk management systems; &12. Reviewing, with the management, performance of statutory and internal auditors, adequacy of the internal control systems;

meetings: Five Audit Committee Meetings were held during the financial year 2019-2020 as detailed herein below: -

date of auditcommittee meetings

names of the members of audit committee & attendancemr. A.K. Thanavala

(Chairman)mrs. maneesha Shah mr. J. C. Chopra

(Resigned w.e.f. 30.09.2019)

mr. S.Y. mulani mrs. Faisy Viju(appointed w.e.f.

10.01.2020)30.05.2019 √ ----- √ ----- -----06.08.2019 √ √ √ √ -----05.11.2019 √ √ ----- √ -----10.01.2020 √ ----- ----- √ -----10.02.2020 √ √ ----- √ √

4. nomination & remuneration committee: The nomination and Remuneration Committee of the Board of Directors comprises of three Independent Directors namely; mr. A. K.

Thanavala as Chairman, mr. J.C. Chopra (resigned w.e.f 30.09.2019), mr. S.Y. mulani & mrs. Faisy Viju (appointed w.e.f. 10.01.2020) as Committee members.

The broad terms of reference of the Committee includes :• To lay down criteria and terms and conditions with regard to identifying persons who are qualified to become Directors (Executive

and non-Executive) and persons who may be appointed in Senior management and Key managerial positions and to determine their remuneration.

• To determine remuneration based on the Company’s size and financial position and trends and practices on remuneration prevailing in peer companies, in similar industries as that of the Company.

• To carry out evaluation of the performance of Directors, as well as Key Managerial and Senior Management Personnel.• To provide employees reward linked directly to their effort, performance, dedication and achievement relating to the Company’s

operations.• To retain, motivate and promote talent and to ensure long term sustainability of talented managerial persons and create competitive

advantage. attendance during the year:

date of meeting names of the members of committee & attendance.mr. A.K. Thanavala

(Chairman)mr. J.C. Chopra

(Resigned w.e.f. 30.09.2019)mr. S. Y. mulani mrs. Faisy Viju

(appointed w.e.f. 10.01.2020)10.01.2020 √ ----- √ -----

32


5. remuneration paid to non-eXecutive directors:a. board meeting fees: Sitting Fees paid to non-Executive Directors and Independent Directors for attending meetings of the Board of Directors was

Rs.20,000/- for each meeting attended by them.b. meetings of audit committee, nomination & remuneration committee and credit / borrowing committee fees: Rs.5,000/- for

each meeting of the Committee attended by the members.c. consultancy fees: mr. Aditya A. Garware & mrs.Faisy Viju were paid Consultancy Fees of Rs.70,50,000/- & Rs.75,000/- (for part of the year) respectively.d. The total Sitting Fees paid to non-Executive Directors during the year are as follows:

sr. no. name of the director sitting fees rs.1. mr. A. A. Garware 1,00,000.002. mrs. maneesha S. Shah 75,000.003. mr. A. K. Thanavala 1,50,000.004. mr. J. C.Chopra (resigned w.e.f. 30.09.2019) 50,000.00 5. mr. S. Y. mulani 1,25,000.006. mrs. Faisy Viju 45,000.00

Total 5,45,000.00

Kindly refer to the Company’s website: www.globaloffshore.in for the nomination & Remuneration Policy.6. remuneration paid to eXecutive directors: mr. m. m. honkan was paid remuneration as per details given below:

particulars m. m. honkan (rs.) Salary 44,48,400.00leave Encashment -meal Coupons 30,000.00medical -PF 1,44,000.00monetary Value Of Perquisites nIlStock Option nIlSweat Equity nIlCommission nIl- as % of profit nIl- others, specify nIl

Total 46,22,400.007. stakeholders Grievance committee: The members of the said Committee are mr. Aditya A. Garware, and mr. J.C. Chopra (resigned w.e.f. 30.09.2019) mr.S.Y. mulani and

mr. m.m. honkan. mr. S.Y. mulani acts as a Chairman of the Committee. Mr. A.C. Chandarana – Company Secretary, President – Legal & Admin. acts as a Compliance Officer. no. of Shareholders complaints received during the year : 5 no. of complaints solved to the satisfaction of the Shareholders : 5 no. of pending complaints: 08. General bodY meetinGs: The details of the date, time and location for the last three Annual General meetings (AGm) are as follows:

financial Year date time location2018-2019 27th September, 2019. 11:00 A.m. “Garware Sabhagriha”, F.P.h. Building, lala lajpatrai marg, haji Ali,

mumbai - 400 034.2017-2018 11th September, 2018. 11:00 A.m. “Garware Sabhagriha”, F.P.h. Building, lala lajpatrai marg, haji Ali,

mumbai - 400 034.2016 -2017 28th September, 2017. 9:30 A.m. “Garware Sabhagriha”, F.P.h. Building, lala lajpatrai marg, haji Ali,

mumbai - 400 034.

The details of Special Resolution passed in previous three Annual General meeting are as follows :a] at the aGm held on 27.09.2019: nilb] at the aGm held on 11.09.2018 :

• Re-appointment of mr. A.K. Thanavala as Independent Director w.e.f. 01.04.2019 for 5 years.• Re-appointment of Mr. J.C. Chopra as Independent Director w.e.f. 01.04.2019 for 5 years.

c] at the aGm held on 28.09.2017 nil

33


postal ballot:• No Postal Ballots were used for voting at these meetings. Further there is no item on the agenda of the ensuing Annual General

meeting that needs approval by postal ballot.9. disclosure / confirmation:

a) There were no related Party Transactions, which had potential conflict with the interest of the Company.b) There has been no instance of non-compliance by the Company on any matter related to capital markets during the last three years.

no penalty or strictures have been imposed on the Company by the Stock Exchanges or SEBI or any statutory authority, except for a penalty of Rs. 4,000/- plus GST paid to the stock exchange for delay in complying with the provisions of Regulation 19 of SEBI (listing Obligations and Disclosure Requirements), Regulations, 2015.

c) no person has been denied access to the Audit Committee to report concerns about unethical behaviour under the Whistle Blower Policy.

d) The statutory Auditors’ certificate on compliance of the Corporate Governance requirement is enclosed.e] Weblinks :

i] Policy for determining “material” subsidiaries is disclosed; www.globaloffshore.in.ii] Policy on dealing with related party transactions www.globaloffshore.in.

f] Disclosure of Commodity Price risk and Commodity hedging activities : not Applicable.g] There are no Shares of the Company lying in Demat Suspense Account/ Unclaimed Suspense Account. h] no funds were raised through Preferential Allotment during the year under review.i] The Company has complied with Corporate Governance Requirements specified in Regulation 17 to 27 and clauses (b) to (i) of Sub-

Regulation (2) of Regulation 46 and paragraphs C, D & E of Schedule V as applicable of SEBI (listing Obligations and Disclosure Requirements) Regulation 2015.

j] In the opinion of Board, it is confirmed that the Independent Directors fulfill the conditions specified in this regulations and are independent of the management.

k] There is no instance, where the Board of Director had not accepted any recommendation of any Committee of Directors which is mandatorily required, in the relevant financial year.

l] No complaints were filed during the year in relation to the Sexual Harassment of Women at work place (Prevention, Prohibition and Redressal) Act, 2013.

10. audit fees details : During the year fees paid for all services to the Statutory Auditor is as follows :

sr. no. particulars rs. in lakhs1. Statutory Fees. 14.002. Re-imbursement of Expenses. 0.503. Fees for consolidation of Account. 1.004. Certification charges. 0.20

TOTAl 15.70

11. chart / matriX settinG out the skills /eXpertise / competence of board of directors : The Board has identified the following skill set with reference to its business and industry which are available with the Board:

name of the director designation Skills/ Expertise in specific functional areamr. Aditya A. Garware Chairman, non-Executive non-

Independent DirectorIndustrialist, Offshore and Shipping services domain, Business Strategy, Financial and Corporate management

mrs. maneesha S. Shah non-Independent / non Executive. legal & Administration.mr. J. C. Chopra (Resigned w.e.f. 30.09.2019)

Independent Director marketing.

mr. A. K. Thanavala Independent Director legal & Secretarial.mr. S.Y. mulani Independent Director legal - Practicing lawyer at high Court & other Courts.mr. m. m. honkan Whole-Time Director Finance & Business.mrs. Faisy Viju (Appointed w.e.f. 10.01.2020)

Independent Director human Resource Development

12. no disQualification certificate from companY secretarY in practice : A Certificate from Pranit Mahesh Ponkshe – Practicing Company Secretary, has been obtained confirming that none of the Director on the

Board of the Company have been debarred or disqualified from being appointed or continuing as Directors of Companies by the Board / Ministry of Corporate Affairs or any such statutory authority as stipulated under Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

34


13. share price – hiGh and loW on the bombaY stock eXchanGe ltd. & national stock eXchanGe of india ltd. for the Year ended 31st march, 2020month bse nse

hiGh loW hiGh loWApril 2019 12.35 10.50 11.95 10.50may 2019 11.48 9.34 11.50 9.00June 2019 10.75 8.15 10.95 8.35July 2019 9.72 5.75 9.95 5.80August 2019 6.79 5.55 6.75 5.55September 2019 9.50 5.85 9.90 5.85October 2019 6.54 5.59 6.50 5.45november 2019 6.49 5.55 6.30 5.70December 2019 5.90 4.77 5.90 4.95January 2020 5.50 4.74 5.45 4.70February 2020 4.80 3.93 5.00 4.10march 2020 4.20 2.60 4.40 2.65

0

2

4

6

8

10

12

14

BSE HIGH

BSE LOW

0

2

4

6

8

10

12

14

Apr-19

May-19Jun-19

Jul-19

Aug-19

Sep-19

Oct-19

Nov-19

Dec-19Jan-20

Feb-20

Mar-20

NSE HIGH

NSE LOW

14. General shareholders’ information42nd AGmDateTime /Venue

25 September, 2020.12.00 noon.AGm by Video Conferencing.

financial Year The Company follows April-March as its financial year. The Unaudited results for every quarter/s, June, Sept. Dec. are declared within 45 days of the end of the quarter, except in view of Pandemic Covid 19, where the Company has / may declare results within the extended period granted by the relevant authorities.The Audited Results for the last quarter is declared within 60 days of the end of the financial year.

date of book closure/record date 22.09.2020 to 25.09.2020 (both days inclusive)dividend payment date n.A.Corporate Identification No. l61100mh1976PlC019229.listing on stock exchanges The Company’s shares are presently listed on the Bombay Stock Exchange ltd. (BSE) and ;

national Stock Exchange of India limited (nSE). The Company has paid listing fees for the year 2019-20 for both the Exchanges.

stock code 1. Bombay Stock Exchange ltd.- 5018482. The national Stock Exchange of India ltd. - Globoffs

demat isin number for nsdl & cdsl:

InE 446C01013

registrar and transfer agents Bigshare Services Pvt. ltd. 01st Floor, Bharat Tin Works Building, Opp. Vasant Oasis, makwana Road, marol, Andheri (East), mUmBAI – 400 059 Email: [email protected] Website: www.bigshareonline.com

35


Auditors’ Certificate oncorporate Governance

As required under the provisions of SEBI (listing Obligations and Disclosure Requirements) Regulation 2015, the Auditors” certificate is given as an Annexure to the Directors’ Report.

distribution of shareholding &category-wise distribution

Please Refer Annexure A

dematerialisation of sharesand liquidity

As on 31st March, 2020, 97.13% of total paid up Equity Capital has been Dematerialised. 100% of the shares held by Promoters are in demat mode.

share transfer system. Fortnightly.the Quarterly unauditedfinancial results werepublished in

English – Free Press Journalmarathi – nav ShaktiWebsite : www.globaloffshore.in

Gdrs / adrs not Applicableplant location not Applicableaddress for correspondence Global Offshore Services Ltd.

101, Swapnabhoomi, “A” Wing, S.K. Bole Road, Dadar (West), mumbai – 400 028.Tel : 022-2423 4000 Fax: 022-2436 2764Email : [email protected]

email address for investorcomplaints

[email protected]/ [email protected]

15. credit ratinGs : The details of Credit Ratings are as follows :

sr. no.

bank facility scale ratings

a. fund base :1. State Bank of India Term loan long Term ACUITE D2. State Bank of India Cash Credit long Term ACUITE D3. United Bank of India Cash Credit long Term ACUITE Cb. non-fund base :1. United Bank of India Bank Guarantee Short Term ACUITE A42. United Bank of India letter of Credit Short Term ACUITE A43. State Bank of India Bank Guarantee long Term ACUITE D

There was no change in the Credit Rating during the year. 16. ceo/ cfo certification: The Company has obtained from the Whole Time Director and Chief Financial Officer, a Certificate Pursuant to Provision of Part D of

Schedule V of SEBI (listing Obligations and Disclosure Requirements) Regulation 2015.17. code of conduct: The Company has prescribed and affirmed Code of Conduct for the Board of Directors and Senior Management of the Company. A

Declaration duly signed by Chairman is obtained by the Company.By order of the Board

Sd/-


anneXure - `a’the distribution of eQuitY shareholdinG as on 31st march, 2020 is as folloWs:

no. of eQuitY sharesheld

no. of shareholders % of totalshareholders

no. of shares % of total paid- upcapital

1 - 500 18422 86.95 2251150 9.10501-1000 1266 5.98 1030118 4.17

1001-2000 684 3.23 1037729 4.202001-3000 249 1.18 649661 2.633001-4000 138 0.65 500538 2.024001-5000 92 0.43 430745 1.74

5001 -10000 169 0.80 1249778 5.0610001 - 99999999 166 0.78 17579074 71.08

total 21186 100.00 24728793 100.00

36


shareholdinG pattern as on 31st march, 2020 is as folloWs :sr. no category no. of shares

held.% of total paid

up capitala) promoters holding (including persons/corporations acting in concert with promoters)

• Individuals/HUFs 17,32,587 7.00• Bodies Corporates (Holding Co./Subsidiaries & Affiliates) 44,92,236 18.17• Individuals (NRI) 7,69,138 3.11• Foreign Promoters/Bodies Corporates 11,90,745 4.82total – promoters holding 81,84,706 33.10

b) non-Promoters holding1. Institutional Investors : a. GIC & Subsidiaries 12,56,940 5.08 b. Banks 10,568 0.04 c. State Government 160 0.00 d. mutual Funds 30,050 0.12sub total 12,97,718 5.242. Foreign holding : a. FII’s/Foreign Portfolio Investors 1,42,427 0.58 b. nRIs 6,58,983 2.66sub total 8,01,410 3.243. Other Bodies Corporates 19,42,665 7.864. Indian Public 1,17,77,523 47.635. Others-Trusts 4,60,186 1.866. IEPF 2,64,585 1.07sub total 1,44,44,959 58.42total – non promoters holding 1,65,44,087 66.90Grand total 2,47,28,793 100.00

note :Total Foreign Shareholding (NRIs) is 27,61,293 shares i.e. 11.17%.

37


Independent Auditors’ Certificate on Compliance with the conditions of Corporate Governance under SEBI (Listing obligations & disclosure requirements) regulations, 2015.toThe Members of Global Offshore Services Limited1. We have examined the compliance of conditions of Corporate Governance by Global Offshore Services Limited (‘the Company’), for the

year ended march 31, 2020, as per Regulation 17 to 27 and Clause (b) to (i) of Regulation 46(2) and Para C, D, and E of Schedule V of the SEBI (listing Obligations and Disclosure Requirements) Regulations, 2015 (‘listing Regulations’).

managements’ responsibility2. The compliance of conditions of Corporate Governance is the responsibility of the management. This responsibility includes the design,

implementation and maintenance of internal control and procedures to ensure the compliance with the conditions of the Corporate Governance in the SEBI listing Regulations.

auditors’ responsibility3. Our examination has been limited to a review of the procedures and implementations thereof, adopted by the Company for ensuring

compliance of conditions of the Corporate Governance. It is neither an audit nor an expression of opinion on the financial statement of the Company.

4. We conducted our examination in accordance with the Guidance Note on Reports or Certificates for Special Purposes (Revised 2016) issued by the Institute of Chartered Accountants of India (‘ICAI’). The Guidance note requires that we comply with the ethical requirements of the Code of Ethics issued by the ICAI.

5. We have complied with the relevant applicable requirements of the Standard on Quality Control (SQC) 1, Quality Control for Firms that Perform Audits and Reviews of historical Financial Information, and Other Assurance and Related Services Engagements.

opinion6. In our opinion and to the best of our information and according to explanations given to us and based on the representations made by

the Directors and management, we certify that the Company has complied with the conditions of Corporate Governance as stipulated in Regulation 17 to 27 and Clause (b) to (i) of Regulation 46(2) and Para C, D, and E of Schedule V of the listing Regulations, as applicable.

7. We further state that such compliance is neither an assurance as to the future viability of the Company nor the efficiency or effectiveness with which the management has conducted the affairs of the Company.

restrictions on useThis certificate is issued solely for the purpose of complying with the aforesaid Regulations and may not be suitable for any other purpose.

for d. kothary & co. Chartered Accountants (Firm Registration no. 105335W)

sd/-mehul n. patel Partner membership no. 132650 UDIn: 20132650AAAAD15659Place: mumbai Date: 11th August, 2020

38


INDEPENDENT AUDITOR’S REPORTTo the Members ofGlobal Offshore Services LimitedReport on the Audit of the Standalone financial StatementsOpinionWe have audited the accompanying standalone financial statements of Global Offshore Services Limited (“the Company”), which comprise the Balance Sheet as at 31st March, 2020, the Statement of Profit and Loss (including Other Comprehensive Income), the Statement of Changes in Equity, and the Statement of Cash Flow for the year then ended, and notes to the standalone financial statements, including a summary of the significant accounting policies and other explanatory information (hereinafter referred to as the “standalone financial statements”).In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone financial statements give the information required by the Companies Act, 2013 (“the Act”) in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at 31st March, 2020, the loss and other comprehensive income, changes in equity and its cash flows and for the year ended on that date.Basis of OpinionWe conducted our audit in accordance with the Standards on Auditing (SAs) specified under Section 143(10) of the Act. Our responsibilities under those Standards are further described in the Auditor’s Responsibilities for the Audit of the Standalone financial Statements section of our report. We are independent of the Company in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India (“ICAI”) together with the ethical requirements that are relevant to our audit of the standalone financial statements under the provisions of the Companies Act, 2013 and the Rules thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the ICAI’s Code of Ethics. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.Key Audit MattersKey audit matters are those matters that, in our professional judgment, were of most significance in our audit of the standalone financial statements of the current period. These matters were addressed in the context of our audit of the standalone financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. There are no key audit matters to be disclosed.Emphasis of MatterWe draw attention to the following point: -Out of the Foreign Currency Term Loans (FCTL) for Acquisition/ Modification of vessels, an amount of Rs. 38,682.23 lakhs are due to State Bank of India (SBI). On account of the default in repayment of installment due and interest, SBI has treated the same as a Non Performing Assets. Subsequently, the bank has converted FCTL into rupee loans and proposes to charge higher interest rate. The Company has not accepted the switchover of the loans into rupees and is continuing to provide interest as per the original terms, the amount of interest on rupee loan is not quantifiable.Our report is not modified in respect of the above matter.Information Other than the Standalone financial Statements and Auditor’s Report thereonThe Company’s Board of Directors is responsible for the other information. The other information comprises the information included in the Management Discussion and Analysis, Board’s Report, Corporate Governance Report, and Shareholder Information, but does not include the standalone financial statements and our auditor’s report thereon.Our opinion on the standalone financial statements does not cover the other information and we do not express any form of assurance conclusion thereon.In connection with our audit of the standalone financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the standalone financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.Management Responsibility for the Standalone Financial StatementsThe Company’s Board of Directors is responsible for the matters stated in Section 134(5) of the Act with respect to the preparation of these standalone financial statements that give a true and fair view of the standalone financial position, standalone financial performance including other comprehensive income, changes in equity and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Indian Accounting Standards (Ind AS) specified under Section 133 of the Act. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal standalone financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the standalone financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.In preparing the standalone financial statements, the Board of Directors is responsible for assessing the Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the Board of Directors either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.Board of Directors are also responsible for overseeing the Company’s standalone financial reporting process.

39


Auditor’s Responsibilities for the Audit of the Standalone financial StatementsOur objectives are to obtain reasonable assurance about whether the standalone financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with SAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these standalone financial statements.As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:• Identify and assess the risks of material misstatement of the standalone financial statements, whether due to fraud or error, design and

perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

• Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under section 143(3)(i) of the Companies Act, 2013, we are also responsible for expressing our opinion on whether the company has adequate internal standalone financial controls system in place and the operating effectiveness of such controls.

• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.

• Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the standalone financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the Company to cease to continue as a going concern.

• Evaluate the overall presentation, structure and content of the standalone financial statements, including the disclosures, and whether the standalone financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.Report on Other Legal and Regulatory Requirements1. As required by the Companies (Auditor’s Report) Order, 2016 (“the Order”), issued by the Central Government of India in terms of sub-

section (11) of Section 143 of the Act, we give in the “Annexure A”, a statement on the matters specified in paragraphs 3 and 4 of the Order, to the extent applicable.

2. As required by Section 143 (3) of the Act, based on our audit we report that:(a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for

the purposes of our audit.(b) In our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our examination

of those books.(c) The Balance Sheet, the Statement of Profit and Loss including Other Comprehensive Income, Statement of Changes in Equity and

the Cash Flow Statement dealt with by this report are in agreement with the books of account.(d) In our opinion, the aforesaid standalone financial statements comply with the Ind AS specified under Section 133 of the Act.(e) On the basis of the written representations received from the directors as on 31st March, 2020 taken on record by the Board of

Directors, none of the directors are disqualified as on 31st March, 2020 from being appointed as a director in terms of Section 164 (2) of the Act.

(f) With respect to the adequacy of the internal standalone financial controls over standalone financial reporting of the Company and the operating effectiveness of such controls, refer to our separate report in “Annexure B”; and

(g) With respect to the other matters to be included in the Auditor’s Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us:i. The Company has disclosed the impact of pending litigations on its standalone financial position in its standalone financial

statements.ii. The Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable

losses.iii. There has been no delay in transferring amounts to the Investor Education and Protection Fund by the Company during the year

ended 31st March, 2020.For D. Kothary & Co.

Chartered Accountants (Firm Registration No. 105335W)

Mehul N. Patel Partner

Membership No. 132650 UDIN:20132650AAAACP5279

Place: Mumbai Date: 30th June 2020

40


Annexure A to Independent Auditors’ Report(Referred to in Paragraph 1 under the heading of “Report on Other Legal and Regulatory Requirements” section of our report to the members of the Company of even date)

i. In respect of its fixed assets:

a) The Company has maintained proper records showing full particulars including quantitative details and situation of fixed assets on the basis of available information.

b) As explained to us, all the fixed assets have been physically verified by the management in a phased periodical manner, which in our opinion is reasonable, having regard to the size of the Company and nature of its assets. According to the information and explanations given to us, no material discrepancies were noticed on such verification.

c) According to the information and explanations given to us and on the basis of our examination of the records of the Company, the title deeds of immovable properties are held in the name of the Company.

ii. In respect of its inventories

a) We are unable to attend the physical inventory count at the year end to determine the actual quantity of the inventory included in the standalone financial statement due to the impracticality to attend the physical inventory count at the end of the standalone financial year. In our opinion and according to the information and explanations given to us, the procedures of physical verification of inventories followed by the management are reasonable and adequate in relation to the size of the company and the nature of its business.

b) The Company has maintained proper records of inventories. As explained to us, there was no material discrepancies noticed on physical verification of inventory as compared to the book records.

iii. The Company has not granted any loans secured or unsecured to companies, firms, Limited Liability Partnerships or other parties covered in the register maintained under section 189 of the Companies Act, 2013.

iv. In our opinion and according to the information and explanations given to us, the Company has complied with the provisions of section 185 and 186 of the Act, with respect to the loans and investments made.

v. According to the information and explanations given to us, the Company has not accepted any deposits during the year and therefore, the clause (v) of paragraph 3 of the Order is not applicable to the Company.

vi. The maintenance of cost records has not been specified by the Central Government under section 148(1) of the Companies Act, 2013 for the business activities carried out by the company and hence clause (vi) of paragraph 3 of the Order is not applicable to the Company.

vii. According to the information and explanations given to us in respect of statutory dues:

a) The Company has generally been regular in depositing undisputed statutory dues, including Provident Fund, Employees’ State Insurance, Income Tax, Goods and Service Tax, Custom Duty and other material statutory dues applicable to it with the appropriate authorities.

b) There were no undisputed amounts payable in respect of Provident Fund, Employees’ State Insurance, Income-Tax, Goods and Service Tax, Custom Duty and other material statutory dues in arrears as at 31st March 2020, for a period of more than six months from the date they became payable.

c) According to the information and explanations given to us, there are no statutory dues of Sales Tax, Value Added Tax, Service Tax, Goods and Service Tax, Withholding Taxes, Provident Fund, and Employees’ State Insurance, Cess pending to be deposited on account of any disputes pending with various forums. However, according to the information and explanations given to us, the following dues of income tax have not been deposited by the Company on account of Disputes.

Name of the Statute

Nature of Dues

Forum where the Dispute is Pending

Period to which the Demand Relates

Demand Amount (in Rs.)

Amount Adjusted against Refunds

Amount Outstanding after Adjustment

Income Tax Act, 1961

Income Tax

ITAT, Mumbai FY 2011-12 2,06,34,358 1,15,44,220 (Against Refund of AY 2014-15)

90,90,138

viii. According to the information and explanation given to us, the Company has defaulted in repayment of dues to a bank during the year. Following are the details of the default days for the Standalone financial Year 2019-20 in repayment of dues:

Name of the Bank Default of Principal Amount Default of Interest AmountLess than 365 Days More than 365 Days Less than 365 Days More than 365 Days

State Bank of India 5,201.41 Lakhs 12,186.28 Lakhs 2,210.00 Lakhs 5,638.34 Lakhs Axis Bank - 1,304.92 Lakhs 81.55 Lakhs 118.56s Lakhs

ix. The Company has not raised any money by way of initial public offer or further public offer (including debt instruments) and term loans during the year and hence, clause (ix) of paragraph 3 of the Order is not applicable.

x. To the best of our knowledge and according to the information and explanations given to us, no fraud by the Company and no material fraud on the Company by its officers or employees has been noticed or reported during the year.

xi. In our opinion and according to the information and explanations given to us, the Company has paid/provided for managerial remuneration in accordance with the requisite approvals mandated by the provisions of section 197 read with Schedule V to the Act.

41


xii. In our opinion the Company is not a Nidhi company and hence, clause (xii) of paragraph 3 of the Order is not applicable to the Company.

xiii. According to the information and explanations given to us and based on our examination of the records of the Company, transactions with the related parties are in compliance with sections 177 and 188 of the Act where applicable and details of such transactions have been disclosed in the standalone financial statements as required by the applicable accounting standards.

xiv. In our opinion and according to the information and explanations given to us, the Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year and hence, clause (xiv) of paragraph 3 of the Order is not applicable to the company.

xv. In our opinion and according to the information and explanations given to us, the Company has not entered into non-cash transactions with its directors or persons connected with them and covered under section 192 of the Act and hence, clause (xv) of paragraph 3 of the Order is not applicable to the Company.

xvi. The Company is not required to be registered under section 45-IA of the Reserve Bank of India Act 1934.

For D. Kothary & Co. Chartered Accountants

(Firm Registration No. 105335W)


Membership No. 132650 UDIN: 20132650AAAACP5279


42


Annexure - B

To the Independent Auditor’s Report on the Standalone Financial Statements of Global Offshore Services Limited

Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 (“the Act”)

We have audited the internal financial controls over financial reporting of Global Offshore Services Limited (“the Company”) as of 31st March, 2020, in conjunction with our audit of the standalone financial statements of the Company for the year ended on that date.

Management’s Responsibility for Internal Financial Controls

The Company’s management is responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by the Institute of Chartered Accountants of India (‘ICAI’). These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to company’s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Companies Act, 2013.

Auditors’ Responsibility

Our responsibility is to express an opinion on the Company’s internal financial controls over financial reporting based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls over Financial Reporting (the “Guidance Note”) and the Standards on Auditing, issued by ICAI and deemed to be prescribed under section 143(10) of the Companies Act, 2013, to the extent applicable to an audit of internal financial controls, both applicable to an audit of Internal Financial Controls and, both issued by the Institute of Chartered Accountants of India. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Company’s internal financial controls system over financial reporting.

Meaning of Internal Financial Controls over Financial Reporting

A company’s internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal financial control over financial reporting includes those policies and procedures that:

(1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company;

(2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and

(3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

43


Inherent Limitations of Internal Financial Controls over Financial Reporting

Because of the inherent limitations of internal financial controls over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the internal financial control over financial reporting may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Opinion

In our opinion, the Company has, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at 31st March 2020, based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India.

For D. Kothary & Co Chartered Accountants



Membership No. 132650 UDIN: 20132650AAAACP5279


44


Standalone Balance Sheet as at 31st March 2020(Rs. in lakhs)

Particulars NoteNo.

As at 31st March 2020


ASSETS1 Non-current assets

(a) Property, plant and equipment 5 45,132.83 46,276.65 (b) Financial assets (i) Investments 6 (a) Investments in subsidiaries 6A 11,332.10 11,332.10 (b) Other investments 6B 2.87 3.75 (ii) Loans 7 - - (iii) Other financial assets 8A - - (c) Deferred Tax Assets 9 188.82 - (d) Other non - current assets 10A 8.50 10.50

Total non-current assets 56,665.12 57,623.00 2 Current assets

(a) Inventories 11 3,842.42 4,002.97 (b) Financial assets (i) Trade receivables 12 1,350.08 1,063.45 (ii) Cash and cash equivalents 13 656.38 399.65 (iii) Bank balances other than (ii) above 14 486.27 208.46 (iv) Loans 7 - - (v) Other financial assets 8B 11.97 12.71 (c) Other current assets 10B 75.49 109.57 (d) Income tax assets 696.26 783.31

Total current assets 7,118.87 6,580.12 Total Assets 63,783.99 64,203.12 EQUITY AND LIABILITIESEQUITY(a) Equity share capital 15 2,472.88 2,472.88 (b) Other equity 10,203.63 16,672.98

Total Equity 12,676.51 19,145.86 LIABILITIES

1 Non-current liabilities(a) Financial liabilities (i) Borrowings 16A 13,084.00 17,064.60 (ii) Other financial liabilities 17A - - (b) Provisions 18A 10.26 21.33

Total non-current liabilities 13,094.26 17,085.93 2 Current liabilities

(a) Financial liabilities (i) Borrowings 16B 4,367.77 4,517.53 (ii) Trade payables 19

- Total outstanding dues of Micro, Small and Medium Enterprises 20.94 - - Total outstanding dues of creditor's other than Micro, Small and

Medium Enterprises 911.50 787.70

(iii) Other financial liabilities 17B 32,612.58 22,547.67 (b) Provisions 18B 9.58 13.53 (c) Other current liabilities 20 90.85 104.90

Total current liabilities 38,013.22 27,971.33 Total Equity and Liabilities 63,783.99 64,203.12

The notes are an integral part of these financial statementsAs per our report of even date attached For and on behalf of the BoardFor D. Kothary & Co.Chartered Accountants Firm Reg. No. 105335W

Aditya GarwareChairmanDIN: 00019816

A. K. ThanavalaDirectorDIN: 00017476

M. M. HonkanWholetime Director DIN: 08392886

Mehul N. PatelPartner Membership No. 132650UDIN: 20132650AAAACP5279

P. S. ShahChief Financial Officer

A. C. ChandaranaCompany Secretary & President - Legal & Admn.

Mumbai, 30th June 2020 Mumbai, 30th June 2020

45


Standalone Statement of Profit and Loss for the year ended 31st March 2020 (Rs. in lakhs)

Particulars Note Year ended 31st March 2020

Year ended 31st March 2019

I Revenue from operations 21 7,079.76 6,481.60

II Other income 22 91.54 54.98

III Total income (I + II) 7,171.30 6,536.58

IV Expenses

Fleet operating expenses 23 2,342.12 2,482.87

Employee benefits expense 24 2,061.20 2,088.89

Finance costs 25 2,424.60 2,654.15

Depreciation and amortisation expense 26 2,432.27 2,341.82

Other expenses 27 459.68 493.95

Total expenses (IV) 9,719.87 10,061.68

V Profit/(Loss) before exceptional items and tax (2,548.57) (3,525.10)

VI Add/ ( Less) Exceptional items 28 (4,123.05) (3,647.35)

VII Profit / (Loss) before tax (6,671.62) (7,172.45)

VIII Tax expense 29

Current tax Debit/(Credit) 83.25 3.50

Tax for earlier years Debit/(Credit) (272.07) -

(188.82) 3.50

IX Profit/(Loss) from continuing operations after tax (VII - VIII) (6,482.80) (7,175.95)

X Other comprehensive income

Items that will not be reclassified to profit or loss

Remeasurements of the defined benefit plans : Gain / (Loss) 14.33 4.34

Fair value of investment through other comprehensive income (0.88) (1.74)

Other comprehensive income for the year (X) 13.45 2.60

XI Total comprehensive income for the year (IX + X) (6,469.35) (7,173.35)

XII Earnings /( Loss) per equity share of Rs. 10 each (for continuing operations)

Basic / Diluted 32 (26.22) (29.02)









46


Standalone Statement of cash flows for the year ended 31st March 2020 (Rs. in lakhs)

Particulars Year ended 31st March, 2020

Year ended 31st March, 2019

Cash flows from operating activitiesProfit / ( Loss ) for the year (before tax) (6,671.62) (7,172.45)Adjustments for:Finance costs recognized in profit and loss 2,424.60 2,655.55 Interest income recognized in profit and loss (62.76) (47.97)Depreciation and amortisation of non-current assets 2,432.27 2,341.82 Exchange loss on loan and interest restatement/(gain) 4,123.05 2,161.58 Remeasurement of employee liability - 4.34 Impairment of property, plant and equipment - 1,485.77

2,245.54 1,428.64 Movements in working capital:(Increase)/Decrease in trade receivables (286.63) 279.96 (Increase)/Decrease in inventories 160.55 196.44 (Increase)/Decrease in other financial assets - (1.30)(Increase)/Decrease in other assets 36.08 133.17 Increase/(Decrease) in trade payables 144.74 (2.51)Increase/(Decrease) in provisions (0.69) 2.35 Increase/(Decrease) in other financial liabilities - current 83.98 (855.90)Increase/(Decrease) in other financial liabilities - non current - (27.28)Increase/(Decrease) in other liabilities (14.05) 6.98 Cash generated from operations 2,369.52 1,160.55 Less: Income taxes paid/Refund recevied (net) 87.05 44.76 Net cash generated from operating activities (A) 2,456.57 1,205.31 Cash flows from investing activitiesInterest received 63.50 47.23 Payments for property, plant and equipment and capital work-in-progress (1,288.45) (877.75)Proceeds from disposal of property, plant and equipment - Loans and advances to subsidiaries - Net cash generated/(used in) from investing activities (B) (1,224.95) (830.52)Cash flows from financing activitiesDividends paid (including tax) (7.53) (10.65)Non current loan payment ( net of receipts) - (130.58)Short term borrowings ( net of receipts) (440.05) (165.17)Interest paid (249.50) (126.67)Net cash used in financing activities (C) (697.08) (433.07)Net increase/ (decrease) in cash and cash equivalents (A+B+C) 534.54 (58.28)Cash and cash equivalents at the beginning of the year 608.11 666.39 Cash and cash equivalents at the end of the year 1,142.65 608.11

As per our report of even date attached For and on behalf of the BoardFor D. Kothary & Co.Chartered Accountants Firm Reg. No. 105335W








47


Statement of changes in equity for the year ended 31st March 2020 (Rs. in lakhs)

A Equity share capitalBalance as at 1st April 2018 2,472.88 Changes in equity share capital during the year - Balance as at 31st March 2019 2,472.88 Changes in equity share capital during the year - Balance as at 31st March 2020 2,472.88

(Rs. in lakhs) Particulars Reserves and Surplus Items of other

comprehensive income Total

Securities Premium Account

Tonnage Tax

Reserves U/s. 115VT of Income

Tax Act

Tonnage Tax

Reserve (Utilised)

General Reserves

Retained Earnings

Equity In-strument through

Other Com-prehensive

Income

Remeasure-ment of De-fined Ben-efit Plans

B Other equityBalance as at 1st April 2018 8,659.78 610.00 7,267.00 8,190.09 (847.50) (32.18) (0.86) 23,846.33

Profit / (Loss) for the year - - - - (7,175.95) - - (7,175.95)

Other Comprehensive Income/(Loss) (net of tax)

- - - - - (1.74) 4.34 2.60

Total Comprehensive Income /(Loss)for the year

- - - - (7,175.95) (1.74) 4.34 (7,173.35)

Transactions during the year - - - - - - -

Balance as at 31 March 2019 8,659.78 610.00 7,267.00 8,190.09 (8,023.45) (33.92) 3.48 16,672.98

Profit / ( Loss) for the year - - - - (6,482.80) - - (6,482.80)

Other Comprehensive Income/(Loss) (net of tax)

- - - - - (0.88) 14.33 13.45

Total Comprehensive Income / (Loss) for the year

- - - - (6,482.80) (0.88) 14.33 (6,469.35)

Transactions during the year - - - - - - -

Balance as at 31st March 2020 8,659.78 610.00 7,267.00 8,190.09 (14,506.25) (34.80) 17.81 10,203.63









48


Notes on Financial Statements for the Year ended 31st March, 20201 General Information Global Offshore Services Limited, is engaged in the bussines of chartering out offshore support vessels. The Company is engaged in

providing offshore support services to exploration and production Companies. The Company’s vessels support oil and gas exploration activities as well as offshore projects. The platform supply vessels owned and operated by the Company and its subsidiaries are deployed in India, the North Sea and West Africa. The anchor handling tug and supply vessels (AHTSVs) are deployed in India.

2 Basis of preparation2.1 Statement of compliance with Ind AS The financial statements (on standalone basis) of the Company have been prepared in accordance with Indian Accounting Standards (Ind

AS) notified under Companies (Indian Accounting Standards) Rules, 2015 as amended from time to time. Accounting polices are consistently applied except where new issued accounting standard is initially adopted or a revision to an existing

accounting standard requires a change in accounting policy hitherto in use.2.2 Overall consideration The standalone financial statements have been prepared on a going concern basis. The accounting policies are applied consistently to

all the periods presented in the financial statements. These financial statements are prepared under the historical cost convention unless otherwise indicated.

The standalone financial statement has been prepared considering all Ind AS notified by MCA till reporting date i.e. 31st March 2020. The significant accounting policies used in preparing the financial statements are set out in note 3 of the notes to the standalone financial statement.

2.3 Functional and presentation of currency The financial statements are prepared in Indian Rupees which is also the Company’s functional currency. All amounts are rounded to the

nearest rupee in lakhs.2.4 Fair value measurement Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market

participants at the measurement date. A fair value measurement assumes that the transaction to sell the asset or transfer the liability takes place either in the principal market for the asset or liability or in the absence of a principal market, in the most advantageous market for the asset or liability. The principal market or the most advantageous market must be accessible to the Company.

The fair value of an asset or a liability is measured using the assumptions that market participants would use when pricing the asset or liability, assuming that market participants act in their economic best interest.

A fair value measurement of a non-financial asset takes into account a market participant’s ability to generate economic benefits by using the asset in its highest and best use or by selling it to another market participant that would use the asset in its highest and best use.

The Company uses valuation techniques that are appropriate in the circumstances and for which sufficient data are available to measure fair value, maximizing the use of relevant observable inputs and minimizing the use of unobservable inputs

All assets and liabilities for which fair value is measured or disclosed in the financial statements are categorized within the fair value hierarchy based on the lowest level input that is significant to the fair value measurement as a whole. The fair value hierarchy is described as below:

Level 1 – Unadjusted quoted price in active markets for identical assets and liabilities. Level 2 – Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly Level 3 – unobservable inputs for the asset or liability For assets and liabilities that are recognised in the financial statements at fair value on a recurring basis, the Company determines

whether transfers have occurred between levels in the hierarchy by re-assessing categorization at the end of each reporting period. For the purpose of fair value disclosures, the Company has determined classes of assets and liabilities on the basis of the nature,

characteristics and risks of the asset or liability and the level of fair value hierarchy. Fair values have been determined for measurement and / or disclosure purpose using methods as prescribed in “Ind AS 113 Fair Value

Measurement.2.5 Use of significant accounting estimates, judgements and assumptions The preparation of these financial statements in conformity with the recognition and measurement principles of Ind AS requires

management to make estimates and assumptions that affect the reported balances of assets and liabilities, disclosure of contingent liabilities as on the date of financial statements and reported amounts of income and expenses for the periods presented. The Company based its assumptions and estimates on parameters available when the financial statements were prepared. Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimates are revised and future periods are affected.

Key assumptions concerning the future and other key sources of estimation uncertainty at the reporting date that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year. Significant estimates and critical judgement in applying these accounting policies are described below:

i) Impairment of financial assets The impairment provisions for financial assets are based on assumptions about risk of default and expected loss rates. The Company uses

49


Notes on Financial Statements for the Year ended 31st March, 2020judgement in making these assumptions and selecting the inputs to the impairment calculation based on industry practice, Company’s past history and existing market conditions as well as forward looking estimates at the end of each reporting period.

ii) Contingencies Management judgement is required for estimating the possible outflow of resources, if any, in respect of contingencies / claim / litigations

against the Company as it is not possible to predict the outcome of pending matters with accuracy.iii) Measurement of defined benefit plan & other long term benefits The cost of the defined benefit gratuity plan / other long term benefits and the present value of the gratuity obligation / other long term

benefits are determined using actuarial valuations. An actuarial valuation involves making various assumptions that may differ from actual developments in the future. These include the determination of the discount rate, future salary increases and mortality rates. Due to the complexities involved in the valuation and its long-term nature, a defined benefit obligation / other long term benefits is highly sensitive to changes in these assumptions. All assumptions are reviewed at each reporting date.

iv) Impairment of investment in subsidiaries In the opinion of the management, investments/ advances in subsidiaries are considered long term and strategic in nature. However

the management has evaluated the impairment test for each of investment in subsidiary considering all the external and internal factor. Accordingly an impairment provision has been made in the financial statement. The carrying amounts of assets are reviewed at each balance sheet date for any indication of impairment based on internal / external factors.

v) Impairment of non-financial assets The carrying amounts of assets are reviewed at each balance sheet date for any indication of impairment based on internal / external

factors. An impairment loss is recognised wherever the carrying amount of an asset exceeds its recoverable amount. The recoverable amount is the higher of a) fair value of assets less cost of disposal and b) its value in use. Value in use is the present value of future cash flows expected to derive from an assets or Cash-Generating Unit (CGU).

Based on the assessment done at each balance sheet date, recognised impairment loss is further provided or reversed depending on changes in circumstances. After recognition of impairment loss or reversal of impairment loss as applicable, the depreciation charge for the asset is adjusted in future periods to allocate the asset’s revised carrying amount, less its residual value (if any), on a systematic basis over its remaining useful life. If the conditions leading to recognition of impairment losses no longer exist or have decreased, impairment losses recognised are reversed to the extent it does not exceed the carrying amount that would have been determined after considering depreciation / amortisation had no impairment loss been recognised in earlier years

3 Summary of Significant Accounting Policies3.1 Presentation and disclosure of standalone financial statement All assets and liabilities have been classified as current and non-current as per Company’s normal operating cycle and other criteria set

out in the division II of Schedule III of the Companies Act, 2013 for a Company whose financial statements are made in compliance with the Companies (India Accounting Standards) Rules, 2015.

Based on the nature of service and the time between rendering of services and their realization in cash and cash equivalents, 12 months has been considered by the Company for the purpose of current / non-current classification of assets and liabilities

3.2 Revenue recognition : Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Company and the revenue can be reliably

measured. Revenue is measured at the fair value of the consideration received or receivable, taking into account contractually defined terms of payment and excluding taxes or duties collected on behalf of the government and discounts given to the customers.

3.2.1 Time Charter earnings Revenue is net of GST, rebates and other similar allowances. Revenue from the sale of service is recognized when the services are

delivered, at which time all the following conditions are satisfied: • the amount of revenue can be measured reliably; • it is probable that the economic benefits associated with the transaction will flow to the Company; • the costs incurred or to be incurred in respect of the transaction can be measured reliably.3.2.2 Dividend and interest income: Dividend income from investments is recognized when the Company’s right to receive payment has been established. Interest income from a financial asset is recognized when it is probable that the economic benefit will flow to the Company and the amount

of income can be measured reliably. Interest income is accrued on time basis, by reference to the principal outstanding and at the effective interest rate applicable

3.3 Borrowing cost Borrowing costs that are attributable to the acquisition, construction or production of qualifying assets are capitalised as part of the cost

of such assets till such time the asset is ready for its intended use or sale. A qualifying asset is an asset that necessarily requires a substantial period of time to get ready for its intended use or sale. All other borrowing costs are recognized as an expense in the year in which they are incurred.

3.4 Taxation3.4.1 Current tax Provision of current income-tax is made on the basis of the assessable income under the income tax Act, 1961. Income from shipping

activities is assessed on the basis of deemed tonnage income of the Company.

50


Notes on Financial Statements for the Year ended 31st March, 2020 Minimum Alternative Tax (MAT) Credit is recognised as an asset only when and to the extent there is convincing evidence that the

Company will pay normal income tax during the specified period.3.4.2 Deferred tax Deferred tax is recognized on temporary differences between the carrying amounts of assets and liabilities in the financial statements

and the corresponding tax bases used in the computation of taxable profit. Deferred tax liabilities are generally recognized for all taxable temporary differences. Deferred tax assets are generally recognized for all deductible temporary differences to the extent that it is probable that taxable profits will be available against which those deductible temporary differences can be utilised.

The carrying amount of deferred tax assets is reviewed at the end of each reporting period and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered.

Deferred tax liabilities and assets are measured at the tax rates that are expected to be applicable in the year in which the liability is settled or the asset realised, based on tax rates (and tax laws) that have been enacted or substantively enacted by the end of the reporting year.

3.4.3 Current and deferred tax for the year During the year, the Company has not recognised any deferred tax asset in the absence of reasonable certainty of profits in the future.3.5 Property, plant and equipment For transition to Ind AS, the Company has elected to continue with the carrying value of its property, plant and equipment recognized as

at 1st April 2016 (transition date) measured as per the previous GAAP and use that carrying value as its deemed cost as of the transition date.

Cost includes purchase price, inward freight, taxes and expenses incidental to acquisition and installation, up to the point the asset is ready for its intended use.

When an asset is scrapped or otherwise disposed off, the cost and related depreciation are removed from the books and the resultant profit or loss (including capital profit), if any, is reflected in the statement of profit and loss.

The estimated useful life and residual value is reviewed at the end of each reporting period, with the effect of any changes in estimate being accounted for on a prospective basis.

The economic useful life of vessels is 27 years.3.6 Depreciation of Property, plant and equipment3.6.1 On fleet : Depreciation has been arrived at on straight line method at the rate arrived at so as to provide 95% of the total cost of each vessel over

its balance economic useful life. For this purpose the economic useful life of vessels is estimated as 27 years. Any additions or extensions to existing vessels which forms an integral part of the vessels is depreciated by 95% over the remaining useful life of the vessels.

3.6.2 On Motor Vehicles Depreciation is arrived at on straight line method at 25% p.a. of the cost, based on the estimated useful life of 4 (four) years for the motor

vehicles3.6.3 On Other Assets : Depreciation on other assets is charged in the accounts on the Straight Line method at the rates prescribed under Schedule II of the

Companies Act, 2013.3.7 Inventories

(a) The Stock of stores and spares on board the ships is valued at cost or net realisable value whichever is lower. (FIFO Basis)(b) The Stock of fuel and lubes owned by the Company is valued at cost or net realisable value whichever is lower. (FIFO Basis)

The Cost comprises of cost of purchases, duties and taxes (other than those subsequently recoverable) and other costs incurred in bringing them to their present location and condition. Cost of inventories is arrived at after providing for cost of obsolescence.

3.8 Provisions Provisions are recognized when the Company has a present obligation (legal or constructive) as a result of a past event and it is probable

that the Company will be required to settle the obligation, and a reliable estimate can be made of the amount of the obligation. The amount recognized as a provision is the best estimate of the consideration required to settle the present obligation at the end of the

reporting period, taking into account the risks and uncertainties surrounding the obligation. When some or all of the economic benefits required to settle a provision are expected to be recovered from a third party, a receivable

is recognized as an asset if it is virtually certain that reimbursement will be received and the amount of the receivable can be measured reliably.

3.9 Investment in subsidiaries The Company has availed the optional exemption under Ind AS 101 and accordingly it has used the carrying value as at the date of

transition i.e. 1st April 2016 as the deemed cost for investment in subsidiaries. The Company’s investment in instruments of subsidiaries are accounted for at cost less impairment loss if any.

3.10. Financial asset: All regular way purchases or sales of financial assets are recognized and de-recognized on a trade date basis. Regular way purchases

or sales are purchases or sales of financial assets that require delivery of assets within the time frame established by regulation or convention in the market place.

All recognized financial assets are subsequently measured in their entirety at either amortised cost or fair value, depending on the classification of the financial assets.

51


Notes on Financial Statements for the Year ended 31st March, 20203.10.1 Financial assets at Fair Value Through Profit and Loss (FVTPL) Financial assets at FVTPL are measured at fair value at the end of each reporting period, with any gains or losses arising on re-

measurement recognized in profit and loss. The net gain or loss recognized in profit and loss incorporates any dividend or interest earned on the financial asset and is included in the ’Other Income / Other expenses’ line item. Dividend on financial assets at FVTPL is recognized when the Company’s right to receive the dividends is established, it is probable that the economic benefits associated with the dividend will flow to the entity and the amount of dividend can be measured reliably.

3.10.2 Financial Assets at Fair value through Other Comprehensive Income (FVTOCI) Financial assets at FVTOCI are measured at fair value at the end of each reporting period, with any gains or losses arising on re-

measurement recognized in Other Comprehensive Income. 3.10.3 Impairment of financial assets The Company applies the expected credit loss model (ECL) for recognising impairment loss on financial assets measured at amortised

cost, trade receivables, other contractual rights to receive cash or other financial asset, and financial guarantees not designated as at FVTPL.

For trade receivables or any contractual rights to receive cash or another financial assets that results from transactions that are within the scope of Ind AS 18, the Company always measures their allowances at an amount equal to lifetime expected credit losses.

Further, for the purpose of measuring lifetime expected credit loss allowance for trade receivable, the Company has used a practical expedient as permitted under Ind AS 109. This expected credit loss allowance is computed based on a provision matrix which takes into account historical credit loss experience and adjusted for forward-looking information.

3.10.4 Derecognition of financial assets The Company de-recognizes a financial asset when contractual rights to the cash flows from the asset expire, or when it transfers the

financial asset and substantially all the risks and rewards of ownership of the asset to another party. If the Company neither transfers nor retains substantially all the risks and rewards of ownership and continues to control the transferred asset, the Company recognizes its retained interest in the asset and an associated liability for amounts it may have to pay. If the Company retains substantially all the risks and rewards of ownership of a transferred financial asset, the Company continues to recognize the financial asset and also recognizes a collateralised borrowing for the proceeds received.

3.11 Foreign Exchange Transaction Transactions in foreign currency are recorded at the standard exchange rates determined monthly. Monetary assets and liabilities

denominated in foreign currency, remaining unsettled at the period end are re-stated at closing rates. The difference in translation of monetary assets and liabilities and realised gains and losses on foreign currency transactions (including those relating to acquisition of depreciable assets) is recognised in the Profit and Loss Account.

Foreign Exchange gain or loss on restatement of long term foreign currency borrowing is recognised in the profit and loss. In the previous GAAP the Company has created Foreign Exchange Hedge Reserve and any foreign exchange gain or loss on restatement

were transfer to this account and subsequently on actual realisation of exchange gain / loss, such amount is transfer to the profit and loss account. Under Ind-AS-21 -The effects in changes in foreign exchange rates, exchange gain / loss on such restatement of foreign currency loans needs to charge to profit and loss account. Accordingly on transition date i.e. 01/04/2016, debit balance in Hedge Reserve Account amounting to Rs. 3735.90 lakhs have been transferred to retained earnings.

3.12 Leases The Company determines whether an arrangement contains a lease by assessing whether the fulfilment of a transaction is dependent on

the use of a specific asset and whether the transaction conveys the right to use that asset to the Company in return for payment. Where this occurs, the arrangement is deemed to include a lease and is accounted for either as finance or operating lease. Leases are classified as finance leases where the terms of the lease transfers substantially all the risks and rewards of ownership to the lessee. All other leases are classified as operating leases

Where Company is lessee Operating lease - Leases where the lessor effectively retains substantially all the risks and benefits of ownership of the leased assets are

classified as operating leases. Operating lease payments are recognized as an expense in the statement of profit and loss on a straight-line basis over the lease term except where scheduled increase in rent compensates the Company with expected inflationary costs.

Finance lease – Finance leases are capitalised at the commencement of lease, at the lower of the fair value of the property or the present value of the minimum lease payments. The corresponding liability to the lessor is included in the balance sheet as a finance lease obligation. Lease payments are apportioned between finance charges and reduction of the lease obligation so as to achieve a constant rate of interest on the remaining balance of the liability. Finance charges are recognised in the statement of profit and loss over the period of the lease.

Where Company is lessor Assets acquired on leases where a significant portion of risk and rewards of ownership are retained by the lessor are classified as

operating leases. Lease rental are charged to statement of profit and loss on straight-line basis except where scheduled increase in rent compensate the lessor for expected inflationary costs.

3.13 Employee benefits The Defined benefit plan The Company’s net obligation in respect of defined benefit plans is calculated separately for each plan by estimating the amount of future

benefit that employees have earned in the current and prior periods, discounting that amount and deducting the fair value of any plan

52


Notes on Financial Statements for the Year ended 31st March, 2020assets. The calculation of defined benefit obligations is performed periodically by an independent qualified actuary using the projected unit credit method. When the calculation results in a potential asset for the Compnay, the recognised asset is limited to the present value of economic benefits available in the form of any future refunds from the plan or reductions in future contributions to the plan. To calculate the present value of economic benefits, consideration is given to any applicable minimum funding requirements. Remeasurement of the net defined benefit liability, which comprise actuarial gains and losses and the return on plan assets (excluding interest) and the effect of the asset ceiling (if any, excluding interest), are recognised immediately in other comprehensive income (OCI). Net interest expense (income) on the net defined liability (assets) is computed by applying the discount rate, used to measure the net defined liability (asset). Net interest expense and other expenses related to defined benefit plans are recognised in Consolidated Statement of Profit and Loss. When the benefits of a plan are changed or when a plan is curtailed, the resulting change in benefit that relates to past service or the gain or loss on curtailment is recognised immediately in Consolidated Statement of Profit and Loss. The Company recognises gains and losses on the settlement of a defined benefit plan when the settlement occurs.

3.14 Financial Liabilities : Financial liabilities are subsequently measured at amortised cost or at FVTPL.3.14.1 Financial liabilities at FVTPL: Financial liabilities at FVTPL are stated at fair value, with any gains or losses arising on re-measurement recognized in profit and loss.

The net gain or loss recognized in profit and loss is included in the ‘Other Income / Other expenses’ line item.3.14.2 Financial liabilities subsequently measured at amortised cost Financial liabilities that are not held for trading and are not designated as at FVTPL are measured at amortised cost.3.14.3 Derecognition of financial liabilities: The Company de-recognizes financial liabilities when, and only when, the Company’s obligations are discharged, cancelled or have

expired.3.15 Cash flow statement Cash flows are reported using the indirect method, where by net profit before tax is adjusted for the effects of transactions of a non-cash

nature, any deferrals or accruals of past or future operating cash receipts or payments and item of income or expenses associated with investing or financing cash flows. The cash flows from operating, investing and financing activities are segregated.

3.16 Earnings per share Basic earnings per share is computed by dividing the profit / (loss) after tax by the weighted average number of equity shares outstanding

during the year. The weighted average number of equity shares outstanding during the year is adjusted for the events for bonus issue, bonus element in a rights issue to existing shareholders, share split and reverse share split (consolidation of shares). Diluted earnings per share is computed by dividing the profit / (loss) after tax as adjusted for dividend, interest and other charges to expense or income (net of any attributable taxes) relating to the dilutive potential equity shares, by the weighted average number of equity shares considered for deriving basic earnings per share and the weighted average number of equity shares which could have been issued on conversion of all dilutive potential equity shares.

3.17 Segment Reporting The Company is engaged in only one type of business i.e. charter of offshore support vessels and there are no separate reportable

segment. 3.18 Critical accounting judgements and key sources of estimation uncertainty: In the application of the Company’s accounting policies, which are described in note 3, the management of the Company is required

to make judgements, estimates and assumptions about the carrying amounts of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the period in which the estimate is revised if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods.

4 Amendment to Existing issued Ind AS The MCA has carried out a few amendments to the existing accounting standards which include Ind AS 116 - leases (recognition of

depreciation on right to use assets and finance cost), Ind AS 109 - Financial Instrument (Prepayment of loans treatment) and others. Application of these amendments are not expected to have any significant impact on the Company’s/ Financial statements.

53


Notes on Financial Statements for the Year ended 31st March, 20205 - Property, Plant and Equipment (Rs. in lakhs)Particulars Office

PremisesFleet Office

equipmentFurniture &

fixturesVehicles Computers Total

Gross Carring ValueBalance as at 31st March 2018 1,241.45 52,909.65 2.15 59.75 43.21 7.81 54,264.02

Additions - 872.87 0.46 - - 4.42 877.75 Disposals - - -

Balance as at 31st March 2019 1,241.45 53,782.52 2.61 59.75 43.21 12.23 55,141.77 Additions - 1,286.10 0.25 - - 2.10 1,288.45 Disposals - - -

Balance as at 31st March 2020 1,241.45 55,068.62 2.86 59.75 43.21 14.33 56,430.22 Accoumulated Depreciation, Amortisation & ImpairmentBalance as at 31st March 2018 43.46 4,922.47 0.55 22.79 41.77 6.49 5,037.53

Transferred to Investment Property - Depreciation expense 24.06 2,301.67 1.63 11.42 1.44 1.60 2,341.82 Impairment (refer note no.28) 1,485.77 1,485.77 Disposals - - - -

Balance as at 31st March 2019 67.52 8,709.91 2.18 34.21 43.21 8.09 8,865.12 Transferred to Investment Property - Depreciation expense 21.76 2,393.95 0.67 11.42 - 4.47 2,432.27 Impairment (refer note no.28) - - - - - - - Disposals - - - - - - -

Balance as at 31st March 2020 89.28 11,103.86 2.85 45.63 43.21 12.56 11,297.39 Carrying / net block amountBalance as at 31st March 2019 1,173.93 45,072.61 0.43 25.54 - 4.14 46,276.65 Balance as at 31st March 2020 1,152.17 43,964.76 0.01 14.12 - 1.77 45,132.83

The Company has evaluated the impairment loss on Fixed Assets i.e Vessels as at 31st March 2019 as defined in Ind AS - 36 Impairment of Assets, accordingly additonal charge for impairment testing have been taken by the group of Rs.1,485.77 lakhs.

6 - Investments (Rs. in lakhs)Particulars As at

31st March 2020As at

31st March 2019 Nos. Amount Nos. Amount

Non- current 6A Investment in subsidiaries (fully paid)

Unquoted (all fully paid)Equity instruments (at cost)(i) Garware Offshore International Services Pte Limited (Face Value of Equity Shares of US$ 1 each)

4,870,001

2,273.58

4,870,001

2,273.58

Less : Provision for diminution in value of investment (2,273.58) (2,273.58)- -

(ii) Global Offshore Services B. V. (Face Value EURO 1 /- each) 19,255,381 18,183.57 19,255,381 18,183.57 Less : Provision for diminution in value of investment (6,851.47) (6,851.47)

11,332.10 11,332.10 Total 11,332.10 11,332.10

6B Other Investments Quoted (fully paid)Equity instruments ( fair value through other comprehensive income)Garware Marine Industries Limited (Face Value of Rs. 10/- each) 129,330 2.87 129,330 3.75

Total 2.87 3.75 1. The non- current investments in unquoted equity shares of subsidiaries are stated at amortised cost less impairment if any.2. The Company has made provision in the previous year for diminution in value of investment for :

(i) Garware Offshore International Services Pte Ltd. due to negative net worth and future uncertainty in terms of profitability.(ii) Global Offshore Services B.V. in view of Company’s losses, as a matter of prudence.

3. The fair value of other investments (Non-current and Current) as at 31st March 2020, 31st March 2019 have been arrived at on the basis of closing market price of recognized stock exchange.

54


Notes on Financial Statements for the Year ended 31st March, 20207 - Loans (Rs. in lakhs)Paticulars As at


31st March 2019Non-Current(Unsecured,Considered Good, unless otherwise stated)Loan to subsidiary Company 1,785.88 1,785.88 Less : Provision for doubtful loans and advances (1,785.88) (1,785.88)

Current total - -

The Company has made provision in the previous year for loans and advances recoverable from subsidiaries.

8 - Other Financial Assets (Rs. in lakhs)Particulars As at


31st March 20198A Non-current

Security Deposits - -

Non-current total - - 8B Current

Security Deposits 9.50 9.50 Other assets 2.47 2.47 Income receivable - 0.74

Current total 11.97 12.71 Total 11.97 12.71

For the financial assets that are measured at amortised cost, the fair values are not materially different from their carrying amounts, since they are either of short term nature or interest receivable is close to current market rates.

9 - Deferred Tax Assets/Liabilities (Rs. in lakhs)Particulars As at


31st March 2019Deferred Tax Assets

MAT Credit Entitlement Opening Balance - - Add :Recognition of earlier year MAT credit in the current year 272.07 - Less :Utilisation of MAT credit for payment of taxes (83.25) - Closing Balance Total 188.82 -

Note In the current year, the company has recognised the MAT Credit entitlements pertaining to earlier years, as Management believes that the company will able to utilised the credit in near future.

55


Notes on Financial Statements for the Year ended 31st March, 202010 - Other Assets (Rs. in lakhs)

Particulars As at 31st March 2020


10A Non-currentDeposits with Customs, Port Trust and Court of law. 8.50 10.50

Non-current total 8.50 10.50 10B Current

Advances to Suppliers 33.87 76.18 Prepaid expenses 36.57 16.20 GST & Other taxes recoverable 5.05 17.19

Current total 75.49 109.57

Total 83.99 120.07

11 - Inventories (Rs. in lakhs)Particulars As at


31st March 2019Inventories (lower of cost and net realisable value)Stock of Stores, Spares & Consumables 3,842.42 4,002.97

Total 3,842.42 4,002.97

The Company has availed working capital facilities and other non fund based facilities viz. Bank Guarantees which are secured by hypothecation of inventories. Mode of valuation is mentioned in note 3.7.

12 - Trade receivables (Rs. in lakhs)As at


31st March 2019Unsecured, considered good for more than six months 1,151.94 1,151.94 Unsecured, considered good - others 1,350.08 1,063.45 Less : Excepted Credit Loss (1,151.94) (1,151.94)

Total 1,350.08 1,063.45

Trade receivables are recognized at their original invoiced amounts which represent their fair values on initial recognition. Trade receivables are considered to be of short duration and are not discounted. The carrying values are equivalent to their fair values. All trade receivables are reviewed and assessed for default on a regular basis. Trade receivables are generaly from customers having high credit quality and strong financials. In determining the allowances for doubtful trade receivables, the Company has used a practical expedient by computing the expected credit loss allowance for trade receivables based on historical credit loss experience and is adjusted for forward looking information. The Company has availed fund based working capital facilities by hypothecating trade receivables from charterers.

13 - Cash and cash equivalents (Rs. in lakhs)As at


31st March 2019Cash on hand 2.99 2.63 Balances with Banks

In current accounts 653.39 397.02 Total 656.38 399.65

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Notes on Financial Statements for the Year ended 31st March, 202014 - Bank balances other than Cash and cash equivalents (Rs. in lakhs)



Balance with Banks on Margin Account 464.61 179.27 Unpaid dividend Accounts 21.66 29.19

Total 486.27 208.46

Margin money deposits includes deposits kept for guarantees issued on behalf of the Company by its working capital Bankers.

15 - Equity Share capital (Rs. in lakhs)As at


31st March 2019Authorised3,20,00,000 Equity Shares of Rs. 10/- each 3,200.00 3,200.00 1,50,000 Cumulative Redeemable Preference Shares of Rs. 100/- each 150.00 150.00 1,50,000 Cumulative Convertible Preference Shares of Rs. 100/- each 150.00 150.00

Total 3,500.00 3,500.00 Issued, subscribed and fully paid up2,47,28,793 Equity Shares of Rs. 10/- each, fully paid up 2,472.88 2,472.88

Total 2,472.88 2,472.88

Particulars No. of shares Rs. in lakhs15A Fully paid equity shares

As at 1 April 2018 24,728,793 2,472.88 Issued during year - - As at 31 March 2019 24,728,793 2,472.88 Issued during year - - As at 31 March 2020 24,728,793 2,472.88



Number of shares held in the Company

Percentage of shares

held


Percentage of shares

held

15B Shares in the Company held by each shareholder holding more than 5% sharesFully paid equity sharesGarware Marine Industries Ltd. 1,451,886 5.87% 1,451,886 5.87%Sushma Ashok Garware 1,558,418 6.30% 1,441,913 5.83%Universal Investments Services Pvt Ltd. 1,653,188 6.69% 1,412,963 5.71%Rondor Overseas Ltd. - - 1,286,250 5.20%Clearwell Enterprises Ltd. - - 1,278,250 5.17%

Total 4,663,492 18.86% 6,871,262 27.78%

15C Terms / Rights attached to equity sharesi) The Company has only one class of equity shares having face value of Rs. 10 per share. The equity shares rank pari

passu in all respects including voting rights and entitlement of dividend.ii) In the event of liquidation of the Company, the holder of equity shares will be entitled to receive the remaining assets

of the Company, after distribution of all preferential amounts, if any, in proportion to the number of equity shares held by the shareholders.

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Notes on Financial Statements for the Year ended 31st March, 202016 - Financial liabilities (Rs. in lakhs)



16A Non- Current BorrowingsSecured Loans from Banks Foreign Currency 37,362.67 34,334.75 Other Foreign Currency Term Loans - - Total Non-Current Borrowings 37,362.67 34,334.75 Less : Current maturities of Long term borrowings 24,278.67 17,270.15 Non- Current Borrowings ( as per balance sheet) 13,084.00 17,064.60

(i) Terms and Conditions Four term loans are secured by way of first charge on the respective vessels ( 3 AHTSVs and 1 PSVs ). Additionally, one of

these loans is also secured by way of receivables of the said vessel funded, upto the limit of monthly principal and interest and by second charge on the Company’s office premises.

One term loan is secured by way of first charge on the vessel (AHTSV) financed and 2nd charge on a Platform Supply Vessel (PSV).

One term loan is secured by way of first charge on the vessel (PSV) financed and 2nd charge on a Anchor Handling Tug cum Supply Vessel (AHTSV).

(ii) Maturity profile of Secured Loans (including current maturities) are as set out below : (Rs. in lakhs) Particulars within 1 year 1-2 years 2-3 years Beyond 3 years Foreign Currency Loans for Acquisition of Vessels 24,278.67 5,970.61 4,772.87 2,340.52

(iii) The Foreign currency loans are at interest rates varying from 6 month LIBOR+350 bps points to 6 month LIBOR+500 bps points per annum.

(iv) The Company not been able to entirely repay Term Loan availed for acquisition of vessels.

The details of defaults as on 31st March, 2020 are as follows: Particulars upto 60 days 61-90 days 91-180 days More than 180 days Banks 1,200.29 621.89 1,875.41 20,574.76

(v) The Foreign Currency Term Loans (FCTL) availed for Acquisition / Modification of vessels amount of Rs. 37,362.67 lakhs are from State Bank Of India (SBI). On account of the default in repayment of installment due and interest, SBI has treated the same as an Non Performing Assets w.e.f. 27th January, 2017. Subsequently, the bank has converted the FCTL’s into rupee loans and started charging higher rates of interest. The Company has not accepted the switchover of the loans into rupees and is continuing to provide interest as per the original terms. While the Company continues to do so, it is also seeking legal opinion on whether or not the existing outstanding, as shown, are due, in light of the recent Hon’ble Supreme Court decisions and the effect these decisions will have on the accounts and the balance sheet.

(Rs. in lakhs)As at


31st March 201916B Current Borrowings

Secured Working Capital Facility From Banks Foreign Currency Cash Credit 1,626.94 2,682.47 Rupee Cash Credit 1,435.91 635.89 Unsecured loan from banks 1,304.92 1,199.17 Total Current Borrowings 4,367.77 4,517.53

Terms and Conditions(i) Working Capital Facility granted by United Bank of India (now Punjab National Bank) is secured by pari passu 1st charge

with State Bank of India on stock of stores, spares, fuel on board the vessel (to the extent owned by the Company) and the book debts. All facilities provided by the United Bank of India are also secured by the 1st charge on the Company office premises. Interest on rupee based facility is charged @ 11.60% p.a and USD based facility @ 6month LIBOR + 500 bps. The USD based facility has since been repaid in full.

(ii) Working Capital Facility granted by State Bank of India is secured by pari passu 1st charge with United Bank of India on stock of stores, spares, fuel on board the vessel ( to the extent owned by the Company ) and the book debts. Interest on rupee based facility is provided @ 12.95% p.a and USD based facility @ 6 month LIBOR + 400 bps. However, with the merger of State Bank of Tranvancore into State Bank of India, the working capital demand loan of Rs 1319.56 lakhs and Rupee cash credit of Rs. 576.86 lakhs stands “frozen”, since the Company was declared an NPA with the Bank. Till the said merger all accounts with State Bank of Travancore were “regular”.

(iii) Unsecured Demand Loan facility from Axis Bank at an interest rate of 3 months LIBOR + 450 bps p.a. The said loan was not repaid on due date.

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Notes on Financial Statements for the Year ended 31st March, 202017 - Other financial liabilities (Rs. in lakhs)



17A Non-currentSecurity Deposit - -

Non-current total - -

17B CurrentCurrent maturities of long term debts 24,278.67 17,270.15 Interest Accrued and due on Borrowings 8,048.45 5,068.51 Unclaimed Dividends (To be credited to the Investor Education & Protection Fund as and when due)

21.66 29.19

Other payables 263.80 179.82

Current total 32,612.58 22,547.67

Total 32,612.58 22,547.67

For the current financial liabilities that are measured at amortised cost, the fair values are not materially different from their carrying amounts, since the they are of short term nature.

18 - Provisions (Rs. in lakhs)As at



Provision for employee benefits Gratuity (refer note no. 24) 10.26 21.33


Provision for employee benefits Gratuity (refer note no. 24) 9.58 7.44 Leave encashment - 6.09

Current total 9.58 13.53

Total 19.84 34.86

19 - Trade payables (Rs. in lakhs)As at


31st March 2019Trade payablesDue to Micro, Small and Medium Enterprises 20.94 - Other than Micro, Small and Medium Enterprises 911.50 787.70

Total 932.44 787.70

20 - Other liabilities (Rs. in lakhs)As at


31st March 2019CurrentDeferred Income - - Statutory Dues 90.85 104.90

Total 90.85 104.90

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Notes on Financial Statements for the Year ended 31st March, 202021 - Revenue from Operations (Rs. in lakhs) Particulars Year ended

31st March 2020Year ended

31st March 2019Sale of Services(i) Fleet Chartering Earnings ( Net of GST ) 7,079.76 6,480.20 (ii) Service income due to fair value unwinding of financial liability - 1.40

Total 7,079.76 6,481.60

22 - Other income (Rs. in lakhs) Particulars Year ended


31st March 2019Interest income earned on financial assets not designated as at FVTPL

Bank deposits 42.27 18.51 Interest received on IT Refund 20.49 29.46

Exchange Fluctuation - Gain (Net) 28.78 7.01 Total 91.54 54.98

23 - Fleet operating Expenses (Rs. in lakhs)) Particulars Year ended


31st March 2019 Travelling Expenses 32.34 41.09 Fuel, Oil & Water 192.99 198.63 Port & Canal dues 32.87 42.41 Repairs 217.78 273.92 Stores & Victualling 1,181.07 1,136.05 Insurance Charges & Protecting Club Fees 121.61 101.04 Telecommunication Charges 85.84 95.95 Charter Hire Charges 108.37 269.92 Professional Fees 113.21 112.53 Agency fees 146.61 109.32 Sundry Operating expenses 109.43 102.01

Total 2,342.12 2,482.87

24 - Employee benefits expense (Rs. in lakhs)Year ended


31st March 2019Salaries, wages and Fees 1,982.60 1,991.86 Gratuity, contribution to provident funds and other funds 76.02 94.28 Staff welfare expenses 2.58 2.75

Total 2,061.20 2,088.89

Employee benefit plans24A Defined contribution plans The Company makes contribution towards provided fund to a defined contribution benefit plan for qualifying employees.

Under the plan, the Company is required to contribute a specified percentage of payroll cost to the contribution plan to fund the benefits. The provident fund plan is operated by the Government administrated employee provident fund. Eligible employees receive the benefits from the said Provident Fund. Both the employees and the Company make monthly contributions to the Provident Fund plan equal to specific percentage of the covered employee’s salary. The Company has no obligations other than this to make the specified contribution.

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Notes on Financial Statements for the Year ended 31st March, 2020 The Company has recognised the following amounts in the statement of Profit and Loss.

( Rs. in lakhs )Year ended


31st March 2019Contribution to Employees Provident Fund 14.32 13.02Contribution to Seamen's Provident Fund 35.18 32.35

Total 49.50 45.3724B ( A ) Defined benefit plans The Company earmark liability towards Gratuity and provide for payment under Group Gratuity Scheme administered

by the Life Insurance Corporation of India (LIC). (a) Characteristics of defined benefit plan The Company has a defined benefit gratuity plan in India (funded). The Company’s defined benefit gratuity plan is

a final salary plan for employees, which requires contributions to be made to a separately administered fund. The fund is managed by a trust which is governed by the Board of Trustees. The Board of Trustees are responsible for the administration of the plan assets and for the definition of the investment strategy.

(b) Risks associated with defined benefit plan Gratuity is a defined benefit plan and Company is exposed to the Following Risks: Interest rate risk: A fall in the discount rate which is linked to the G. Sec. Rate will increase the present value of

the liability requiring higher provision. A fall in the discount rate generally increases the mark to market value of the assets liability requiring higher provision. A fall in the discount rate generally increases the mark to market value of the assets depending on the duration of asset.

Salary Risk: The present value of the defined benefit plan liability is calculated by reference to the future salaries of members. As such, an increase in the salary of the members more than assumed level will increase the plan’s liability.

Investment Risk: The present value of the defined benefit plan liability is calculated using a discount rate which is determined by reference to market yields at the end of the reporting period on government bonds. If the return on plan asset is below this rate, it will create a plan deficit. Currently, for the plan in India, it has a relatively balanced mix of investments in government securities, and other debt instruments.

Asset Liability Matching Risk: The plan faces the ALM risk as to the matching cash flow. Since the plan is invested in lines of Rule 101 of Income Tax Rules, 1962, this generally reduces ALM risk.

Mortality risk: Since the benefits under the plan is not payable for life time and payable till retirement age only, plan does not have any longevity risk.

Concentration Risk: Plan is having a concentration risk as all the assets are invested with the insurance Company and a default will wipe out all the assets. Although probability of this is very less as insurance Companies have to follow regulatory guidelines.

(c) Characteristics of defined benefit plans The Company has the benefit scheme in line with Payment of Gratuity Act, 1972, for those employees who are

getting benefit as per Payment of Gratuity Act, 1972. Change in liability (if any) due to this scheme change is recognised as past service cost.

(d) A separate trust fund is created to manage the Gratuity plan and the contributions towards the trust fund is done as guided by rule 103 of Income Tax Rules, 1962.

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Notes on Financial Statements for the Year ended 31st March, 2020 (B) Other Disclosures

Particulars 31st March, 2020 31st March, 2019Type of Benefit Gratuity GratuityCountry India IndiaReporting Standard Indian Accounting

Standard 19 (IndAS 19)

Indian Accounting Standard 19 (IndAS 19)

Funding Status Funded FundedStarting Period 01-Apr-19 01-Apr-18Date of Reporting 31-Mar-20 31-Mar-19Period of Reporting 12 Months 12 Months

Assumptions (Previous Period)Particulars 31st March, 2020 31st March, 2019Expected Return on Plan Assets 7.47% 7.56%Rate of Discounting 7.47% 7.56%Rate of Salary Increase 5.00% 5.00%Rate of Employee Turnover 2.00% 2.00%Mortality Rate During Employment Indian Assured

Lives Mortality (2006-08)

Indian Assured Lives Mortality

(2006-08)Mortality Rate After Employment N.A. N.A.

Assumptions (Current Period)Particulars 31st March, 2020 31st March, 2019Expected Return on Plan Assets 6.82% 7.47%Rate of Discounting 6.82% 7.47%Rate of Salary Increase 5.00% 5.00%Rate of Employee Turnover 2.00% 2.00%Mortality Rate During Employment Indian Assured

Lives Mortality (2006-08)

Indian Assured Lives Mortality

(2006-08)Mortality Rate After Employment N.A. N.A.

Change in the Present Value of Projected Benefit Obligation ( Rs. in lakhs )Particulars 31st March, 2020 31st March, 2019Present Value of Benefit Obligation at the Beginning of the Period 67.48 75.42 Interest Cost 5.04 5.70 Current Service Cost 5.02 3.94 Benefit Paid Directly by the Employer - - Benefit Paid From the Fund (0.85) (13.14)Actuarial (Gains)/Losses on Obligations - Due to Change in Financial Assumptions

2.15 0.32

Actuarial (Gains)/Losses on Obligations - Due to Experience (16.56) (4.77)Present Value of Benefit Obligation at the End of the Period 62.28 67.48

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Notes on Financial Statements for the Year ended 31st March, 2020 Change in the Fair Value of Plan Assets ( Rs. in lakhs ) Particulars 31st March, 2020 31st March, 2019Fair Value of Plan Assets at the Beginning of the Period 38.71 47.97Interest Income 2.89 3.62 Contributions by the Employer 1.77 0.36 Benefit Paid from the Fund (0.85) (13.14)Return on Plan Assets, Excluding Interest Income (0.08) (0.10)Fair Value of Plan Assets at the End of the Period 42.44 38.71

Amount Recognized in the Balance Sheet ( Rs. in lakhs ) Particulars 31st March, 2020 31st March, 2019Present Value of Benefit Obligation at the end of the Period (62.28) (37.47)Fair Value of Plan Assets at the end of the Period 42.43 38.70 Funded Status (Surplus/ (Deficit)) (19.85) (28.77)Net (Liability)/Asset Recognized in the Balance Sheet (19.85) (28.77)

Net Interest Cost for Current Period ( Rs. in lakhs ) Particulars 31st March, 2020 31st March, 2019Present Value of Benefit Obligation at the Beginning of the Period 67.48 75.42 Fair Value of Plan Assets at the Beginning of the Period (38.71) (47.97)Net Liability/(Asset) at the Beginning 28.77 27.45 Interest Cost 5.04 5.70 Interest Income (2.89) (3.62)Net Interest Cost for Current Period 2.15 2.07

Expenses Recognized in the Statement of Profit or Loss for Current Period

( Rs. in lakhs )

Particulars 31st March, 2020 31st March, 2019Current Service Cost 5.02 3.94 Net Interest Cost 2.15 2.07 Expenses Recognized 7.17 6.01

Expenses Recognized in the Other Comprehensive Income (OCI) for Current Period

( Rs. in lakhs )

Particulars 31st March, 2020 31st March, 2019Actuarial (Gains)/Losses on Obligation For the Period (14.41) (4.44)Return on Plan Assets, Excluding Interest Income 0.08 0.10 Net (Income)/Expense For the Period Recognized in OCI (14.33) (4.34)

Balance Sheet Reconciliation ( Rs. in lakhs ) Particulars 31st March, 2020 31st March, 2019Opening Net Liability 28.77 27.45 Expenses Recognized in Statement of Profit or Loss 7.17 6.02 Expenses Recognized in OCI (14.33) (4.34)Benefit Paid Directly by the Employer - - Employer's Contribution (1.77) (0.36)Net Liability/(Asset) Recognized in the Balance Sheet 19.84 28.77

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Notes on Financial Statements for the Year ended 31st March, 2020Category of Assets ( Rs. in lakhs ) Particulars 31st March, 2020 31st March, 2019Insurance fund 42.43 36.06 Other - 2.65 Total 42.43 38.71

Other Details ( Rs. in lakhs ) Particulars 31st March, 2020 31st March, 2019No. of Active Members 41 38Per Month Salary For Active Members 11.94 10.36Weighted Average Duration of the Projected Benefit Obligation 7 7Average Expected Future Service 10 10Projected Benefit Obligation 62.28 67.47Prescribed Contribution For Next Year (12 Months) 11.94 10.36

Net Interest Cost for Next Year ( Rs. in lakhs ) Particulars 31st March, 2020 31st March, 2019Present Value of Benefit Obligation at the End of the Period 62.28 67.48 Fair Value of Plan Assets at the End of the Period (42.43) (38.71)Net Liability/(Asset) at the End of the Period 19.85 28.77 Interest Cost 4.25 5.00 Interest Income (2.89) 5.04 Net Interest Cost for Next Year 1.35 2.15

Expenses Recognized in the Statement of Profit or Loss for Next Year ( Rs. in lakhs ) Particulars 31st March, 2020 31st March, 2019Current Service Cost 5.18 5.02Net Interest Cost 1.35 2.15Expected Contributions by the Employees - - Expenses Recognized 6.53 7.17

Maturity Analysis of the Benefit Payments : From the Fund

Projected Benefits Payable in Future Years From the Date of Reporting ( Rs. in lakhs ) Particulars 31st March, 2020 31st March, 2019lst Following Year 9.58 7.44 2nd Following Year 5.16 1.93 3rd Following Year 5.31 7.83 4th Following Year 4.12 19.01 5th Following Year 1.53 3.78 Sum of Years 6 To 10 38.59 34.02 Sum of Years 11 and above 34.77 36.11

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Notes on Financial Statements for the Year ended 31st March, 2020

Sensitivity Analysis ( Rs. in lakhs ) Particulars 31st March, 2020 31st March, 2019Projected Benefit Obligation on Current Assumptions 62.28 67.48 Delta Effect of +1% Change in Rate of Discounting (3.25) (3.42)Delta Effect of -1% Change in Rate of Discounting 3.63 3.79 Delta Effect of +1% Change in Rate of Salary Increase 3.66 3.85 Delta Effect of -1% Change in Rate of Salary Increase (3.33) (3.53)Delta Effect of +1% Change in Rate of Employee Turnover 0.32 0.50 Delta Effect of -1% Change in Rate of Employee Turnover (0.35) 0.55

The sensitivity analysis have been determined based on reasonably possible changes of the respective assumptions occurring at the end of the reporting period, while holding all other assumptions constant. The sensitivity analysis presented above may not be representative of the actual change in the projected benefit obligation as it is unlikely that the change in assumptions would occur in isolation of one another as some of the assumptions may be correlated. Furthermore, in presenting the above sensitivity analysis, the present value of the projected benefit obligation has been calculated using the projected unit credit method at the end of the reporting period, which is the same method as applied in calculating the projected benefit obligation as recognised in the balance sheet. There was no change in the methods and assumptions used in preparing the sensitivity analysis from prior years.

25 - Finance costs (Rs. in lakhs)Particulars Year ended


31st March 2019Interest on Borrowings 2,421.35 2,652.27 Other borrowing costs 3.25 0.48 Unwinding of fair value deposits through profit and loss - 1.40

Total 2,424.60 2,654.15

26 - Depreciation and amortisation expense (Rs. in lakhs)Particulars Year ended


31st March 2019Depreciation of Property, Plant and Equipment pertaining to continuing operations 2,432.27 2,341.82

Total 2,432.27 2,341.82

27 - Other expenses (Rs. in lakhs)Particulars Year ended


31st March 2019Office repairs and maintenance 10.90 9.35 Rent 0.33 0.53 Insurance 1.35 0.42 Rates and Taxes 3.41 5.11 Bank Charges 35.46 52.98 Travelling 54.24 42.71 Director Sitting Fees 5.45 5.84 Postage, Telephone and Fax 14.41 16.28 Legal, Professional and Consultancy Charges 195.29 217.44 Miscellaneous Expenses 138.84 143.29

Total 459.68 493.95

65



Particulars Year ended 31st March 2020


27A Legal and professional expenses include:Auditors' remuneration and expensesStatutory Audit fees 14.00 12.50 Reimbursement of out-of-pocket expenses 0.50 0.50 Payments to tax auditorsTax audit fees 0.60 0.60

28 - Exceptional Items (Rs. in lakhs)Particulars Year ended


31st March 2019

Total exceptional income (A) - - Foreign Exchange loss on long term loans ( Refer Note 28.1 below) 4,123.05 2,161.58 Provision for impairment of assets ( Refer Note 28.2 below) - 1,485.77

Total exceptional expenditure (B) 4,123.05 3,647.35

Exceptional items ( Debit)/Credit (4,123.05) (3,647.35)

28.1 As per the guidelines provided under Ind AS 101- first time adoption of Indian Accounting Standards , the Company has decided to change its accounting policy related to hedge accounting. Under Ind AS, the Company will follow Ind AS -21- The effects of Changes in Foreign Exchange Rates, under which restated gain or loss on such foreign currency borrowing will be charged to profit and loss account for the respective period.

28.2 The Company carried out the impairment testing of its own vessels based on discounted cash flow mechanism. The EV of the vessels is arrived on the basis of the discounting the projected cash flow. Accordingly, the Company has provided for an amount Rs. Nil ( P.Y Rs.1485.77 lakhs ) towards the impairment in the value of the assets.

29 - Income taxes relating to continuing operations ( Rs. in lakhs )Year ended


31st March 2019Tax expense recognized in the Statement of Profit and Loss Current taxIn respect of current year 83.25 3.50 Tax for earlier year -

Total current tax 83.25 3.50

Deferred taxIn respect of earlier year - MAT Credit entitlement (272.07) -

Total deferred income tax (credit) / expense (272.07) - Total income tax expense (188.82) 3.50

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The income tax expense for the year can be reconciled to the accounting profit as follows:Year ended


31st March 2019Profit / (Loss) before tax (Continuing & Discontinued business) (6,671.62) (7,172.45)Income tax expenses calculated at 26% (previous year 34.608%)* - - Differences due to:Expenses not deductible for tax purposes (14A disallowance)Income exempt from Income taxes (Dividend)*Others (188.82) 3.50

Total income tax expense (188.82) 3.50

*(Refer accounting policy note 3.4) , Company is liable to pay tonnage tax hence normal tax is not appliable to the company.



Income tax recognized in other comprehensive incomeCurrent taxRe-measurement of defined benefit obligation -

Total deferred income tax expense -

The Company has made the tax provision, mainly on other income and income as per transfer pricing rules. Also considering the future taxable income, the company has decided to recognised MAT credit entitlement for earlier years.

30 - Risk management30A Capital risk management The Company manages its capital to ensure that it will be able to continue as a going concern while maximizing the

returns to stakeholders.30B Financial instruments The significant accounting policies, including the criteria for recognition, the basis of measurement and the basis on

which income & expenses are recognized, in respect of each class of financial asset, financial liability and equity instrument are as disclosed in notes to financial statements.

( Rs. in lakhs )Particulars Year ended

31st March 2020 Year ended

31st March 2019 Financial assetsMeasured at fair value through Other Comprehensive Income (FVTOCI)Investments 2.87 3.75 Measured at amortised costCash and bank balances 656.38 399.65 Trade receivables 1,350.08 1,063.45 Other Non Current Financial Assets - - Other Current Financial Assets 11.97 12.71 Other Bank Balances 486.27 208.46 Financial liabilitiesMeasured at amortised costTrade payable 911.50 787.70 Other Non Current Financial Liabilities - - Non Current Borrowings 13,084.00 17,064.60 Current Borrowings 4,367.77 4,517.53

The management considers that the carrying amount of financials assets & financial liabilities recognized in the financial statement approximate their fair values.


67


30C Financial and liquidity risk management objectives The average payment terms of creditors (trade payables) is 45-120 days. Other financial liabilities viz. employee payments,

other payables are payable within one year.30D Credit risk management Credit risk refers to the risk that a counter party will default on its contractual obligations resulting in financial loss to the

Company. The major class of financial asset of the Company is trade receivables. For credit exposures to customer, management assesses the credit quality of the customer, taking into account its financial position, past experience and other factors. As the Company does not hold any collateral, the maximum exposure to credit risk for each class of financial instruments is the carrying amount of that class of financial instruments presented on the statement of financial position.

30E Foreign Currency risk management Since the majority of the revenues of the Company are denominated in US dollars, there is a translation risk as the

Company has to report its financial performance in INR. However, part of the risk is “Paired”, as some of its operating and repair costs incurred in foreign currency.

31 - Segment Information The Company is engaged in only one type of business i.e. charter of offshore support vessels and there are no separate

reportable segment.32 - Earnings per shareParticulars Year ended


31st March 2019 Basic / Diluted earnings per shareFrom continuing operations attributable to the owners of the Company (Rs. Per share)

(26.22) (29.02)

Total basic earnings per share attributable to the owners of the company (26.22) (29.02)

Basic / Diluted earnings per shareThe earnings and weighted average number of equity share used in the calculations of basic earnings per share are as follows:

Rs. In lakhs Particulars Year ended


31st March 2019 Profit for the year attributable to the owners of the Company (6,482.80) (7,175.95)Earnings used in the calculation of basic earnings per share from continuing operations

(6,482.80) (7,175.95)



Weighted average number of equity shares for the purpose of basic / diluted earnings per share

247.29 247.29

33- Ind AS 24 - Related Party DisclosuresList of related parties and their relationship

Name of Related Party Principal place of business

% Shareholding and Voting PowerAs at

31 March 2020As at

31 March 2019A Subsidiaries and Step Down Subsidiaries

Garware Offshore International Services Pte. Ltd. Singapore 100% 100%Global Offshore Services B.V. Netherlands 68% 68%


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B Key Managerial Personnel ("KMP")Aditya A. Garware - Chairman

Details of Transactions with Related Parties (Rs. in lakhs)Sr No

Particulars Year ended 31 March 2020Subsidiaries / Step down subsidiaries

Key Managerial Personnel

Other Related parties

Total

1 Sitting FeesAditya A. Garware 1.00 1.00

(0.86) (0.86)2 Consultancy Fees

Aditya A. Garware 70.50 70.50 (54.08) (54.08)

Figures in the brackets are the comparative figures of the previous year

Outstanding as at 31st March, 2020 Sr No

Particulars Year ended 31 March 2020Subsidiaries / Step down subsidiaries

Key Management

Personnel

Other Related parties

Total

1 Consultancy FeesAditya A. Garware 6.25 6.25

(5.50) (5.50)


34 - Contingent liabilities and contingent assets ( Rs. in lakhs )Particulars As at

31st March 2020 As at

31st March 2019 Guarantees given by the Banks (Counter Guarantees given by the Company) 1,079.55 1,258.23

1 The Company has given Guarantees of USD 59.15 million (Rs. 44,522.21 lakhs), Previous year USD 72.65 million (Rs. 50,257.54 lakhs) to foreign banks on behalf of its Subsidiary, Global Offshore Services B.V., for loans availed by the said subsidiary.

2 The Company has given a Guarantee to Vessel Owner against the Bare Boat Charter of vessel by its subsidiary - the financial effect of which can not be determined/estimated.

3 Even though the subsidiary above have not paid bareboat charter / interest / principal on a regular basis to ship owner / lender, in view of the on-going discussion on the restructuring of loans /bare boat charter, no shipowner / lender has invoked a guarantee till date.

35 The Company does not have any material significant impact due to Ind AS 116 - Leases, as all the lease arrangement are of short term nature with insignificant value.

36 In March 2020, the World Health Organization (WHO) declared Covid-19 as a pandemic. The Company has adopted measures to curb the spread of infection in order to protect the health of its employees and ensure business continuity. The Company has considered internal and external information while finalizing various estimates in relations to its financial statement up to the date of approval of the said financial statements by the Board of Directors. The actual impact of the global health pandemic may be different from that which has been estimated, as the COVID-19 situation is evolving in India and globally. The Company will continue to closely monitor any material changes to future economic conditions. However, there is no significant adverse impact on the financial statements.


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37 Previous year’s figures have been regrouped / reclassified, to correspond with the current year’s classification / disclosure.










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INDEPENDENT AUDITOR’S REPORTTo the Members of

Global Offshore Services Limited

Report on the Audit of the Consolidated Financial Statements

Opinion

We have audited the accompanying consolidated financial statements of Global Offshore Services Limited (herein after referred as “the Holding Company”) and its subsidiaries (the Holding Company and its subsidiaries together referred to as “the Group”) , which comprise the Consolidated Balance Sheet as at 31st March, 2020, the Consolidated Statement of Profit and Loss (including Other Comprehensive Income), the Consolidated Statement of Cash Flow, the Consolidated Statement of Changes in Equity for the year then ended, and notes to the consolidated financial statements, including a summary of significant accounting policies and other explanatory information (herein after referred to as “the Consolidated Financial Statements”)

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid consolidated financial statements give the information required by the Companies Act, 2013 (“the Act”) in the manner so required and give a true and fair view in conformity with the Indian Accounting Standards (“Ind AS”) prescribed under section 133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015, as amended and other accounting principles generally accepted in India, of the consolidated state of affairs of the Group as at 31st March, 2020, the consolidated loss and other comprehensive income, consolidated changes in equity and its consolidated cash flows for the year ended on that date.

Basis of Opinion

We conducted our audit in accordance with the Standards on Auditing (SAs) specified under section 143(10) of the Companies Act, 2013. Our responsibilities under those Standards are further described in the Auditor’s Responsibilities for the Audit of the Consolidated Financial Statements section of our report. We are independent of the Group, in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India (“ICAI”) together with the ethical requirements that are relevant to our audit of the consolidated financial statements under the provisions of the Act and the Rules made there under, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the ICAI’s Code of Ethics. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the consolidated financial statements of the current period. These matters were addressed in the context of our audit of the consolidated financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. There are no key audit matters to be disclosed.

Emphasis of Matter

We draw attention to the following points: -

a. Out of the Foreign Currency Term Loans (FCTL) for Acquisition/ Modification of vessels, an amount of Rs. 38,682.23 lakhs are due to State Bank of India (SBI). On account of the default in repayment of installment due and interest, SBI has treated the same as a Non Performing Assets. Subsequently, the bank has converted FCTL into rupee loans and proposes to charge higher interest rate. The Company has not accepted the switchover of the loans into rupees and is continuing to provide interest as per the original terms, the amount of interest on rupee loan is not quantifiable.

b. The net worth in the financial statements of Garware Offshore International Services Pte. Limited has been eroded and is negative Rs. 2,064.04 lakhs, which may cast significant doubt on the company’s ability to continue as a going concern.

c. The net worth in the financial statements of Global Offshore Services B.V has also been eroded and is negative Rs. 60,355.45 lakhs. As per explanation and information given by the management, there is a restructuring plan initiated with the bank which has not been finalized. On account of this fact, this subsidiary is continued to be treated as going concern.

Our report is not modified in respect of the above matter.

Information Other than the Consolidated Financial Statements and Auditor’s Report thereon

The Holding Company’s Board of Directors is responsible for the preparation of the other information. The other information comprises the information included in the Management Discussion and Analysis, Board’s Report, Shareholders’ Information, but does not include the consolidated financial statements, standalone financial statements and our auditor’s report thereon.

Our opinion on the consolidated financial statements does not cover the other information and we do not express any form of assurance conclusion thereon.

In connection with our audit of the consolidated financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the consolidated financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated.

If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

71


Management Responsibility for the Consolidated Financial StatementsThe Holding Company’s management and Board of Directors are responsible for the preparation and presentation of these consolidated financial statements in terms of the requirements of the Act, that give a true and fair view of the consolidated financial position, consolidated financial performance including other comprehensive income, consolidated changes in equity and consolidated cash flows of the Group in accordance with the Ind AS and other accounting principles generally accepted in India. The respective Board of Directors of the companies included in the Group are responsible for maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Group and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and the design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error, which have been used for the purpose of preparation of the consolidated financial statements by the Directors of the Holding Company, as aforesaid.In preparing the consolidated financial statements, the respective Board of Directors of the companies included in the Group are responsible for assessing the ability of the Group to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the Board of Directors either intends to liquidate the Group or to cease operations, or has no realistic alternative but to do so.The respective Board of Directors of the companies included in the Group are responsible for overseeing the financial reporting process of the Group.Auditor’s Responsibilities for the Audit of the Consolidated Financial StatementsOur objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with SAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated financial statements.As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:• Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, design and

perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

• Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under section 143(3)(i) of the Companies Act, 2013, we are also responsible for expressing our opinion on whether the company has adequate internal financial controls system in place and the operating effectiveness of such controls.

• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.

• Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the ability of the Group and its associates and jointly controlled entities to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the Group and its associates and jointly controlled entities to cease to continue as a going concern.

• Evaluate the overall presentation, structure and content of the consolidated financial statements, including the disclosures, and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

• Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Group and its associates and jointly controlled entities to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision and performance of the audit of the financial statements of such entities included in the consolidated financial statements of which we are the independent auditors. For the other entities included in the consolidated financial statements, which have been audited by other auditors, such other auditors remain responsible for the direction, supervision and performance of the audits carried out by them. We remain solely responsible for our audit opinion.

We communicate with those charged with governance of the Holding Company and such other entities included in the consolidated financial statements of which we are the independent auditors regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the consolidated financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditor’s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

72


Other Matter

The accompanying Statement includes unaudited financial statements and other financial information in respect of two foreign subsidiaries, whose financial statements include total assets of Rs. 10,464.32 lakhs as at March 31, 2020, total revenues of Rs. 5,284.45 lakhs, total net profit/(loss) after tax of Rs. 8,583.57 lakhs, total comprehensive income/(loss) of Rs. 3,297.86 lakhs, for the year ended on that date respectively, and net cash outflows of Rs. 1,457.34 lakhs for the year ended March 31, 2020 as considered in the Statement. These financial statements and other financial information have not been audited and have been presented solely based on information compiled by the Management and approved by the Board of Directors. Accordingly, we are unable to comment on the impact, if any, on the statement of audited consolidated financial statements if the same has been audited.

Report on Other Legal and Regulatory Requirements

A. As required by Section 143 (3) of the Act, based on our audit and on the consideration of report of the other auditor on separate financial statements and the other financial information of a subsidiary as noted in the ‘other matter’ paragraph, we report, to the extent applicable, that:

(a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit of the aforesaid consolidated Ind AS financial statements.

(b) In our opinion, proper books of account as required by law relating to preparation of the aforesaid consolidated financial statements have been kept so far as it appears from our examination of those books and the report of the other auditor.

(c) The consolidated balance sheet, the consolidated statement of profit and loss (including other comprehensive income), the consolidated statement of changes in equity and the consolidated statement of cash flows dealt with by this report are in agreement with the relevant books of account maintained for the purpose of preparation of the consolidated financial statements.

(d) In our opinion, the aforesaid consolidated financial statements comply with the Ind AS specified under Section 133 of the Act, read with relevant rules there under.

(e) On the basis of the written representations received from the directors of the Holding Company as on 31st March, 2020 taken on record by the Board of Directors of the Holding Company, none of the directors of the Group companies are disqualified as on 31st March, 2020 from being appointed as a director in terms of Section 164 (2) of the Act.

(f) With respect to the adequacy of the internal financial controls with reference to financial reporting of the Group and the operating effectiveness of such controls, refer to our separate Report in “Annexure A”.

B. With respect to the other matters to be included in the Auditor’s Report in accordance with Rule 11 of the Companies (Audit and Auditor’s) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us and based on the consideration of the other financial information of the subsidiaries as noted in the “Other matter” paragraph:

i. The consolidated financial statements disclose the impact of pending litigations on the consolidated financial position of the Group.

ii. The Group did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses.

iii. There has been no delay in transferring amounts to the Investor Education and Protection Fund by the Holding Company during the year ended 31st March, 2020.

For D. Kothary& Co.Chartered Accountants


Mehul N. PatelPartner

Membership No. 132650UDIN:20132650AAAACQ1662

Place: MumbaiDate: 30th June 2020

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Annexure - ATo the Independent Auditor’s Report on the Consolidated Ind AS Financial Statements of Global Offshore Services LimitedReport on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 (“the Act”) We have audited the internal financial controls over financial reporting of Global Offshore Services Limited (“the Company”) as of 31st March 2020 in conjunction with our audit of the Consolidated Ind AS Financial Statements of the Company for the year ended on that date.Management’s Responsibility for Internal Financial Controls The respective Board of Directors of the Holding Company, are responsible for establishing and maintaining internal financial controls based on the internal controls with reference to financial statements criteria established by the Holding Company considering the essential components of internal controls stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting (“the Guidance Note”) issued by the Institute of Chartered Accountants of India (“ICAI”). These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to the respective company’s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Act. Auditors’ Responsibility Our responsibility is to express an opinion on the Holding Company, internal financial controls with reference to financial statements based on our audit. We conducted our audit in accordance with the Guidance Note issued by the ICAI and the Standards on Auditing, issued by ICAI and deemed to be prescribed under section 143(10) of the Act, to the extent applicable to an audit of internal financial controls, both issued by the ICAI. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls with reference to financial statements was established and maintained and if such controls operated effectively in all material respectsOur audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial control system with reference to financial statements and their operating effectiveness. Our audit of internal financial controls with reference to financial statements included obtaining an understanding of internal financial controls with reference to financial statements, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditor’s judgement, including the assessment of the risks of material misstatement of the consolidated Ind AS financial statements, whether due to fraud or error.We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Holding Company’s internal financial control system with reference to financial statements.Meaning of Internal Financial Controls over Financial Reporting A company’s internal financial controls with reference to financial statements is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal financial controls with reference to financial statements includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements. Inherent Limitations of Internal Financial Controls over Financial Reporting Because of the inherent limitations of internal financial controls with reference to financial statements, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls with reference to financial statements to future periods are subject to the risk that the internal financial control with reference to financial statements may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. Opinion In our opinion, the Holding Company, have in all material respects, an adequate internal financial control system with reference to financial statements and such internal financial controls with reference to financial statements were operating effectively as at 31st March 2020, based on the internal controls with reference to financial statements criteria established by the Holding Company, considering the essential components of internal controls stated in the Guidance Note issued by the ICAI.

For D. Kothary & Co Chartered Accountants (Firm Registration No. 105335W)

Mehul N. Patel Partner Membership No. 132650 UDIN:20132650AAAACQ1662

Place: MumbaiDate: 30th June 2020

74


Consolidated Balance Sheet as at 31st March 2020 (Rs. in lakhs)

Particulars NoteNo.



ASSETS1 Non-current assets

(a) Property, plant and equipment 5 51,352.88 83,939.61 (b) Financial assets (i) Investments 6 Other investments 6 2.87 3.75 (ii) Other financial assets 7A 339.66 3,594.76 (c) Deferred Tax Assets 8 188.82 - (d) Other non - current assets 9A 8.50 10.50

Total non-current assets 51,892.73 87,548.62 2 Current assets

(a) Inventories 10 4,502.86 4,672.74 (b) Financial assets (i) Trade receivables 11 2,746.61 1,863.47 (ii) Cash and cash equivalents 12 739.80 1,940.41 (iii) Bank balances other than (ii) above 13 486.27 208.46 (iv) Other financial assets 7B 15.04 76.95 (c) Other current assets 9B 1,836.63 1,456.07 (d) Income tax assets 696.26 783.31

Total current assets 11,023.47 11,001.41 Total Assets 62,916.20 98,550.03 EQUITY AND LIABILITIESEQUITY(a) Equity share capital 14 2,472.88 2,472.88 (b) Other equity (43,811.47) (36,874.34)Equity attributable to owners of the Company (41,338.59) (34,401.46) Non controlling interest (19,313.73) (20,445.23)

Total equity (60,652.32) (54,846.69)LIABILITIES

1 Non-current liabilities(a) Financial liabilities (i) Borrowings 15A 39,036.15 62,716.80 (ii) Other financial liabilities 16A - 18,584.89 (b) Provisions 17A 10.26 21.33

Total non-current liabilities 39,046.41 81,323.02 2 Current liabilities

(a) Financial liabilities (i) Borrowings 15B 8,102.40 7,880.78 (ii) Trade payables 18

- Total outstanding dues of Micro, Small and Medium Enterprises 20.94 - - Total outstanding dues of creditor's other than Micro, Small and

Medium Enterprises 4,041.66 4,455.93

(iii) Other financial liabilities 16B 72,203.81 59,573.14 (b) Provisions 17B 9.58 13.53 (c) Income tax liabilities 47.85 40.51 (d) Other current liabilities 19 95.87 109.81

Total current liabilities 84,522.11 72,073.70 Total Equity and Liabilities 62,916.20 98,550.03





Mehul N. PatelPartner Membership No. 132650UDIN: 20132650AAAACQ1662




75


Consolidated Statement of Profit and Loss for the year ended 31st March 2020 (Rs. in lakhs)

Particulars Note Year ended 31st March 2020


I Revenue from operations 20 12,194.39 12,778.82 II Other income 21 261.36 451.44 III Total income (I + II) 12,455.75 13,230.26 IV Expenses

Fleet operating expenses 22 5,128.63 14,042.50 Employee benefits expense 23 3,777.43 4,634.34 Finance costs 24 7,303.37 8,001.54 Depreciation and amortisation expense 25 3,077.46 5,943.60 Other expenses 26 894.48 1,063.04 Total expenses (IV) 20,181.37 33,685.02

V Profit/(Loss) before exceptional items and tax (7,725.62) (20,454.76)VI Add: Exceptional items 27 6,827.16 (49,101.95)VII Profit / (Loss) before tax (898.46) (69,556.71)VIII Tax expense 28

Current tax - Credit /(Debit) (86.80) (7.00)Tax for earlier years -Credit/(Debit) 272.07 -

185.27 (7.00)IX Profit/(Loss) from continuing operations after tax (VII - VIII) (713.19) (69,563.71)X Other Comprehensive Income

(i) Items that will not be reclassified to profit or loss Remeasurements of the defined benefit plans : Gains \ (Loss) 14.33 4.34 Fair value of Investment through Other comprehensive income (0.88) (1.74)(ii) Items that will be reclassified to profit or loss Exchange differences in translating the financial statements of a foreign

operations (5,105.89) 648.76

Other comprehensive income for the year (X) (5,092.44) 651.36 XI Total comprehensive income for the year (IX + X) (5,805.63) (68,912.35)XII Total comprehensive income attributable to

- Owners of the parent (6,937.13) (48,951.11)- Non Controling interest 1,131.50 (19,961.24)Of the total comprehensive income above , Profit for the year attributable to - Owners of the parent (3,483.20) (49,380.20)- Non controling interest 2,770.01 (20,183.51)Of the total comprehensive income above , Other comprehensive income for the year attributable to - Owners of the parent (3,453.93) 429.09 - Non Controling interest (1,638.51) 222.27

XIII Earnings / (Loss) per equity share of Rs. 10 each (for continuing operations)Basic / Diluted 31 (14.09) (199.69)









76


Consolidated Statement of cash flows for the year ended 31st March 2020 (Rs. in lakhs)

Particulars Year ended 31st March, 2020

Year ended 31st March, 2019

Cash flows from operating activitiesProfit for the year (after tax) (898.46) (69,556.71)Adjustments for:Finance costs recognized in profit and loss 7,303.37 8,001.54 Interest income recognized in profit and loss (212.09) (230.56)Depreciation and amortisation of non-current assets 3,077.46 5,943.60 Profit on settelment of loan and write back of financial liabilites (40,088.07) (1,531.97)Remeasurement of employee liability 4.34 Exchange loss on loan restatement 4,123.05 2,161.58 Loss on disposal of property, plant and equipment 20,254.04 - Provision for trade receivables - 784.48 Provision for doubtful loans and advances 2,722.72 350.25 Provision for impairment of property, plant and equipment 6,161.10 47,337.61

2,443.12 (6,735.84)Movements in working capital:(Increase)/Decrease in trade receivables (783.10) 388.33 (Increase)/Decrease in inventories 225.11 493.14 (Increase)/Decrease in other financial assets 712.22 717.94 (Increase)/Decrease in other assets (243.23) 69.00 Increase/(Decrease) in trade payables (514.32) (500.79)Increase/(Decrease) in provisions (0.69) 2.35 Increase/(Decrease) in other financial liabilities - current (988.67) (617.25)Increase/(Decrease) in other financial liabilities - non current 695.87 8,261.42 Increase/(Decrease) in other liabilities (14.35) (141.98)Cash generated from operations 1,531.96 1,936.32 Less: Income taxes paid 87.05 46.90 Net cash generated from operating activities (A) 1,619.01 1,983.22 Cash flows from investing activitiesInterest received 212.83 86.02 Payments for property, plant and equipment and capital work-in-progress (1,288.45) (877.75)Proceeds from disposal of property, plant and equipment 5,754.96 52.28 Net cash generated/(used in) from investing activities (B) 4,679.34 (739.45)Cash flows from financing activitiesDividends paid (including tax) (7.53) (10.65)Non Current Loan payment (net of receipts) - (314.60)Short term borrowings (net of receipts) 2.99 795.26 Interest paid (7,263.16) (2,334.48)Net cash used in financing activities (C) (7,267.70) (1,864.47)Net increase/ (decrease) in cash and cash equivalents (A+B+C) (969.35) (620.70)Add/Less : Exchange diffrence on cash and cash equivalents 46.55 648.75 Net increase/ (decrease) in cash and cash equivalents (922.80) 28.05 Cash and cash equivalents at the beginning of the year 2,148.87 2,120.82 Cash and cash equivalents at the end of the year 1,226.07 2,148.87









77


Consolidated Statement of changes in equity for the year ended 31st March 2020 (Rs. in lakhs)

A Equity share capital

Balance as at 31st March 2018 2,472.88

Changes in equity share capital during the year


Changes in equity share capital during the year -


(Rs. in lakhs) Particulars Attributable to the owners of the parent Total

Other Equity

attributable to the

owners of the parent

TotalOther Equity

attributable to Non

controlling interest

Total Other Equity Reserves and Surplus Items of other comprehensive income

Securities Premium Account

Tonnage Tax

Reserves U/s. 115VT of Income

Tax Act

Tonnage Tax Reserve

(Utilised)

General Reserves

Retained Earnings

Equity Instrument

through Other Comprehensive

Income

Remeasurement of Defined benefit

plans

Exchange Differences

on Translation of Financial Statement of Foreign Operations

B Other equityBalance as at 1st April 2018

11,697.08 610.00 7,267.00 8,190.09 (15,412.75) (32.18) (0.86) (241.61) 12,076.77 (6,957.80) 5,118.97

Profit for the year - - - - (49,380.20) - - (49,380.20) (20,183.51) (69,563.71)Other Comprehensive Income/Loss (net of tax)

- - - - (1.74) 4.34 426.49 429.09 222.27 651.36

Total Comprehensive Income for the year

- - - - (49,380.20) (1.74) 4.34 426.49 (48,951.11) (19,961.24) (68,912.35)

Transactions during the year

- - - - - - - - -

Balance as at 31 March 2019

11,697.08 610.00 7,267.00 8,190.09 (64,792.95) (33.92) 3.48 184.88 (36,874.34) (26,919.04) (63,793.38)

Profit for the year - - - - (3,483.20) - (3,483.20) 2,770.01 (713.19)Other Comprehensive Income/Loss (net of tax)

- - - - (0.88) 14.33 (3,467.38) (3,453.93) (1,638.51) (5,092.44)

Total Comprehensive Income for the year

- - - - (3,483.20) (0.88) 14.33 (3,467.38) (6,937.13) 1,131.50 (5,805.63)

Transactions during the year

- - - - - - - - -

Balance as at 31st March 2020

11,697.08 610.00 7,267.00 8,190.09 (68,276.15) (34.80) 17.81 (3,282.50) (43,811.47) (25,787.54) (69,599.01)









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Notes to the consolidated financial statements for the year ended 31st March 2020

1 General Information

Global Offshore Services Limited and its two subsidiaries (Collectively referred as “Group”) , are engaged in charter of offshore support vessels. The Group is engaged in providing offshore support services to exploration and production companies. The Group’s vessels support oil and gas exploration activities, as well as offshore projects. The platform supply vessels owned and operated by the Group are deployed in India and the North Sea. The anchor handling tug and supply vessels (AHTSVs) are deployed in India and Africa.

2 The Group has adopted Indian Accounting Standards (Ind AS) as notified by the Ministry of Corporate Affairs with effect from 1st April 2017, with a transition date of 1st April 2016.

The financial statements have been prepared on a historical cost basis, except for the following:

1) certain financial assets and liabilities that are measured at fair value;

2) assets held for sale - measured at the lower of carrying amount or fair value less costs to sell;

3) defined benefit plans - plan assets measured at fair value;

3 Summary of Significant Accounting Policies and Basis of Consolidation

3.1 Statement of compliance:

These financial statements have been prepared in accordance with the Indian Accounting Standards (hereinafter referred to as the ‘Ind AS’) as notified by Ministry of Corporate Affairs pursuant to section 133 of the Companies Act, 2013 (‘Act’) read with the Companies (Indian Accounting standards) Rules, 2015 and other relevant provisions of the Act.

The accounting policies are applied consistently to all the periods presented in the financial statements. The financial statements of the Group have been consolidated using uniform accounting policies.

3.2 Basis of consolidation

The financial statements incorporate the consolidated financial statements of the Group, both unilaterally and jointly.

(a) Accounting for subsidiaries

A subsidiary is an entity over which the Company has control. Control is achieved when the Group is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power over the entity.

The financial statements of subsidiaries are included in the consolidated financial statement form the date on which control commences until the date on which control ceases. The consolidated financial statements have been prepared using uniform accounting policies for like transactions and other events in similar circumstances. The accounting policies adopted in the preparation of financial statements are consistent with those of previous year. The financial statements of the Group have been combined on a line-by-line basis by adding together the book values of like items of assets, liabilities, income and expenses, after eliminating intra-group balances, intra-group transactions and profits/losses, unless cost/revenue cannot be recovered.

The details of subsidiaries consolidated are as follows:Name of the subsidiaries Principal Place of Business % of shareholding



Garware Offshore International Services Pte Ltd - Singapore 100% 100%Global Offshore Services B. V. The Netherlands 68% 68%

The Subsidiaries of Global Offshore Services B.V. which has been consolidated in GOSBV are as follows :-Name of the step down

subsidiariesName of the Country where it

is IncorporatedDate of Incorporation % of shareholding

Makalu Shipping B.V. The Netherlands 17.10.2016 100%Shergar Chartering B.V.* The Netherlands 17.10.2016 100%

*No Activity

(b) Non controlling interests (NCI)

NCI are measured at their proportionate share of the acquiree’s net identifiable asset at the date of acquisition. Changes in the Group’s equity interest in a subsidiary that do not result in a loss of control are accounted for as equity transactions.

Non-controlling interest is presented separately from the liabilities or assets and the equity of the shareholders in the consolidated Balance Sheet. Non-controlling interest in the profit or loss of the Group is separately presented.

(c) Transaction eliminated on consolidation

Intra-group balances and transactions, and any unrealised income and expenses arising from intragroup transactions, are eliminated. Unrealised gains arising from transactions with equity accounted investees are eliminated against the investment to the extent of the Group’s interest in the investee. Unrealised losses are eliminated in the same way as unrealised gains, but only to the extent that there is no evidence of impairment.

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3.3 Functional and presentation of currency

These consolidated financial statements are presented in Indian rupees, which is the functional currency of the parent Company. All financial information presented in Indian rupees has been rounded to the nearest lakhs, except otherwise indicated

3.4 Fair value measurement

The Group uses valuation techniques that are appropriate in the circumstances and for which sufficient data are available to measure fair value, maximizing the use of relevant observable inputs and minimizing the use of unobservable inputs

All assets and liabilities for which fair value is measured or disclosed in the consolidated financial statements are categorized within the fair value hierarchy based on the lowest level input that is significant to the fair value measurement as a whole. The fair value hierarchy is described as below:

Level 1 – Unadjusted quoted price in active markets for identical assets and liabilities.

Level 2 – Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly

Level 3 – unobservable inputs for the asset or liability

For assets and liabilities that are recognised in the consolidated financial statements at fair value on a recurring basis, the Group determines whether transfers have occurred between levels in the hierarchy by re-assessing categorization at the end of each reporting period.

For the purpose of fair value disclosures, the Group has determined classes of assets and liabilities on the basis of the nature, characteristics and risks of the asset or liability and the level of fair value hierarchy.

Fair values have been determined for measurement and / or disclosure purpose using methods as prescribed in “Ind AS 113 Fair Value Measurement.

3.5 Use of significant accounting estimates, judgements and assumptions

The preparation of these consolidated financial statements in conformity with the recognition and measurement principles of Ind AS requires management to make estimates and assumptions that affect the reported balances of assets and liabilities, disclosure of contingent liabilities as on the date of consolidated financial statements and reported amounts of income and expenses for the periods presented. The Group based its assumptions and estimates on parameters available when the consolidated financial statements were prepared. Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimates are revised and future periods are affected.

Key assumptions concerning the future and other key sources of estimation uncertainty at the reporting date have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year. Significant estimates and critical judgement in applying these accounting policies are described below:

i) Impairment of financial assets

The impairment provisions for financial assets are based on assumptions about risk of default and expected loss rates. The Group uses judgement in making these assumptions and selecting the inputs to the impairment calculation based on industry practice, Group’s past history and existing market conditions as well as forward looking estimates at the end of each reporting period.

ii) Contingencies

Management judgement is required for estimating the possible outflow of resources, if any, in respect of contingencies / claim / litigations against the Company as it is not possible to predict the outcome of pending matters with accuracy.

iii) Measurement of defined benefit plan & other long term benefits

The cost of the defined benefit gratuity plan / other long term benefits and the present value of the gratuity obligation / other long term benefits are determined using actuarial valuations. An actuarial valuation involves making various assumptions that may differ from actual developments in the future. These include the determination of the discount rate, future salary increases and mortality rates. Due to the complexities involved in the valuation and its long-term nature, a defined benefit obligation / other long term benefits is highly sensitive to changes in these assumptions. All assumptions are reviewed at each reporting date.

iv) Impairment of non-financial assets

The carrying amounts of assets are reviewed at each balance sheet date for any indication of impairment based on internal / external factors. An impairment loss is recognised wherever the carrying amount of an asset exceeds its recoverable amount. The recoverable amount is the higher of a) fair value of assets less cost of disposal and b) its value in use. Value in use is the present value of future cash flows expected to derive from an assets or Cash-Generating Unit (CGU).

Based on the assessment done at each balance sheet date, recognised impairment loss is further provided or reversed depending on changes in circumstances. After recognition of impairment loss or reversal of impairment loss as applicable, the depreciation charge for the asset is adjusted in future periods to allocate the asset’s revised carrying amount, less its residual value (if any), on a systematic basis over its remaining useful life. If the conditions leading to recognition of impairment losses no longer exist or have decreased, impairment losses recognised are reversed to the extent it does not exceed the carrying amount that would have been determined after considering depreciation / amortisation had no impairment loss been recognised in earlier years

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3.6 Summary of Significant Accounting Policies3.6.1 Presentation and disclosure of Consolidated financial statement All assets and liabilities have been classified as current and non-current as per Group’s normal operating cycle and other criteria set out

in the division II of Schedule III of the Companies Act, 2013 for a Group whose consolidated financial statements are made in compliance with the Companies (India Accounting Standards) Rules, 2015.

Based on the nature of service and the time between rendering of services and their realization in cash and cash equivalents, 12 months has been considered by the Group for the purpose of current / non-current classification of assets and liabilities

3.6.2 Revenue recognition : Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Group and the revenue can be reliably

measured. Revenue is measured at the fair value of the consideration received or receivable, taking into account contractually defined terms of payment and excluding taxes or duties collected on behalf of the government and discounts given to the customers.

3.6.3 Time Charter earnings Revenue is net of GST, rebates and other similar allowances. Revenue from the sale of service is recognized when the services are

delivered, at which time all the following conditions are satisfied: • the amount of revenue can be measured reliably; • it is probable that the economic benefits associated with the transaction will flow to the Group; • the costs incurred or to be incurred in respect of the transaction can be measured reliably.3.6.4 Dividend and interest income: Dividend income from investments is recognized when the Group’s right to receive payment has been established. Interest income from a financial asset is recognized when it is probable that the economic benefit will flow to the Group and the amount of

income can be measured reliably. Interest income is accrued on time basis, by reference to the principal outstanding and at the effective interest rate applicable

3.6.5 Borrowing cost Borrowing costs that are attributable to the acquisition, construction or production of qualifying assets are capitalised as part of the cost

of such assets till such time the asset is ready for its intended use or sale. A qualifying asset is an asset that necessarily requires a substantial period of time to get ready for its intended use or sale. All other borrowing costs are recognized as an expense in the year in which they are incurred.

3.6.6 Taxation(a) Current tax Provision of current income-tax is made on the basis of the assessable income under the income tax Act, 1961 for the Holding

company and respective tax laws of countries in which the Subsidiaries are domiciled. Income from shipping activities is assessed on the basis of deemed tonnage income.

Minimum Alternative Tax (MAT) Credit is recognised as an asset only when and to the extent there is convincing evidence that the Group will pay normal income tax during the specified period.

(b) Deferred tax Deferred tax is recognized on temporary differences between the carrying amounts of assets and liabilities in the consolidated

financial statements and the corresponding tax bases used in the computation of taxable profit. Deferred tax liabilities are generally recognized for all taxable temporary differences. Deferred tax assets are generally recognized for all deductible temporary differences to the extent that it is probable that taxable profits will be available against which those deductible temporary differences can be utilised.

The carrying amount of deferred tax assets is reviewed at the end of each reporting period and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered.

Deferred tax liabilities and assets are measured at the tax rates that are expected to apply in the year in which the liability is settled or the asset realised, based on tax rates (and tax laws) that have been enacted or substantively enacted by the end of the reporting year.

(c) Current and deferred tax for the year During the year, the Group has not recognised any deferred tax asset in the absence of reasonable certainty of profits in the future.

3.6.7 Property, plant and equipment For transition to Ind AS, the Group has elected to continue with the carrying value of its property, plant and equipment recognized as at

1st April 2016 (transition date) measured as per the previous GAAP and use that carrying value as its deemed cost as of the transition date.

Cost includes purchase price, inward freight, taxes and expenses incidental to acquisition and installation, up to the point the asset is ready for its intended use.

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When an asset is scrapped or otherwise disposed, the cost and related depreciation are removed from the books and the resultant profit or loss (including capital profit), if any, is reflected in the statement of profit and loss.

The estimated useful life and residual value is reviewed at the end of each reporting period, with the effect of any changes in estimate being accounted for on a prospective basis.

3.6.8 Depreciation of Property, plant and equipment(a) On fleet Depreciation has been arrived at on straight line method at the rate arrived at so as to provide 95% of the total cost of each vessel over

its balance economic useful life. Any additions or extensions to existing vessels which forms an integral part of the vessels is depreciated by 95% over the remaining useful life of the vessels.

(b) On Motor Vehicles Depreciation is arrived at on straight line method at 25% p.a. of the cost, based on the estimated useful life of 4 (four) years for the motor

vehicles

(c) On Other Assets Depreciation on other assets is charged on the Straight Line method at the rates prescribed under Schedule II of the Companies Act,

2013.

3.6.9 Inventories(a) The Stock of stores and spares on board the ships is valued at cost or net realisable value whichever is lower. (FIFO Basis)

(b) The Stock of fuel and lubes owned by the Group is valued at cost or net realisable value whichever is lower. (FIFO Basis)

The Cost comprises of cost of purchases, duties and taxes (other than those subsequently recoverable) and other costs incurred in bringing them to their present location and condition. Cost of inventories is arrived at after providing for cost of obsolescence.

3.6.10 Provisions Provisions are recognized when the Group has a present obligation (legal or constructive) as a result of a past event, it is probable that

the Group will be required to settle the obligation, and a reliable estimate can be made of the amount of the obligation.

The amount recognized as a provision is the best estimate of the consideration required to settle the present obligation at the end of the reporting period, taking into account the risks and uncertainties surrounding the obligation.

When some or all of the economic benefits required to settle a provision are expected to be recovered from a third party, a receivable is recognized as an asset if it is virtually certain that reimbursement will be received and the amount of the receivable can be measured reliably.

3.6.11 Financial asset All regular way purchases or sales of financial assets are recognized and de-recognized on a trade date basis. Regular way purchases

or sales are purchases or sales of financial assets that require delivery of assets within the time frame established by regulation or convention in the market place.

All recognized financial assets are subsequently measured in their entirety at either amortised cost or fair value, depending on the classification of the financial assets.

(a) Financial assets at Fair Value Through Profit and Loss (FVTPL) Financial assets at FVTPL are measured at fair value at the end of each reporting period, with any gains or losses arising on re-

measurement recognized in profit and loss. The net gain or loss recognized in profit and loss incorporates any dividend or interest earned on the financial asset and is included in the ’Other Income / Other expenses’ line item. Dividend on financial assets at FVTPL is recognized when the Group’s right to receive the dividends is established, it is probable that the economic benefits associated with the dividend will flow to the entity and the amount of dividend can be measured reliably.

(b) Financial Assets at Fair value through Other Comprehensive Income (FVTOCI) Financial assets at FVTOCI are measured at fair value at the end of each reporting period, with any gains or losses arising on re-

measurement recognized in Other Comprehensive Income.

(c) Impairment of financial assets The Group applies the expected credit loss model for recognising impairment loss on financial assets measured at amortised cost, lease

receivables, trade receivables, other contractual rights to receive cash or other financial asset, and financial guarantees not designated as at FVTPL.

For trade receivables or any contractual rights to receive cash or other financial assets that results from transactions that are within the scope of Ind AS 18, the Group always measures their allowances at an amount equal to lifetime expected credit losses.

Further, for the purpose of measuring lifetime expected credit loss allowance for trade receivable, the Group has used a practical expedient as permitted under Ind AS 109. This expected credit loss allowance is computed based on a provision matrix which takes into account historical credit loss experience and adjusted for forward-looking information.

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(d) Derecognition of financial assets

The Group de-recognizes a financial asset when contractual rights to the cash flows from the asset expire, or when it transfers the financial asset and substantially all the risks and rewards of ownership of the asset to another party. If the Group neither transfers nor retains substantially all the risks and rewards of ownership and continues to control the transferred asset, the Group recognizes its retained interest in the asset and an associated liability for amounts it may have to pay. If the Group retains substantially all the risks and rewards of ownership of a transferred financial asset, the Group continues to recognize the financial asset and also recognizes a collateralised borrowing for the proceeds received.

3.6.12 Foreign Exchange Transactions

Transactions in foreign currency are recorded at the standard exchange rates determined monthly. Monetary assets and liabilities denominated in foreign currency, remaining unsettled at the period end are re-stated at closing rates. The difference in translation of monetary assets and liabilities and realised gains and losses on foreign currency transactions (including those relating to acquisition of depreciable assets) is recognised in the Profit and Loss Account.

Foreign Exchange gain or loss on restatement of long term foreign currency borrowing is recognised in the profit and loss.

In case of foreign operations whose functional currency is different from the parent company’s functional currency, the assets and liabilities of such foreign operations, including goodwill and fair value adjustments arising upon acquisition, are translated to the reporting currency at exchange rates at the reporting date. The income and expenses of such foreign operations are translated to the reporting currency at the average exchange rates prevailing during the year. Resulting foreign currency differences are recognized in other comprehensive income/ (loss) and presented within equity as part of FCTR. When a foreign operation is disposed of, in part or in full, the relevant amount in the FCTR is reclassified to the Consolidated Statement of Profit and Loss as a part of gain or loss on disposal.

3.6.13 Leases

The Group determines whether an arrangement contains a lease by assessing whether the fulfilment of a transaction is dependent on the use of a specific asset and whether the transaction conveys the right to use that asset to the Group in return for payment. Where this occurs, the arrangement is deemed to include a lease and is accounted for either as finance or operating lease. Leases are classified as finance leases where the terms of the lease transfers substantially all the risks and rewards of ownership to the lessee. All other leases are classified as operating leases

Where Group is lessee

Operating lease - Leases where the lessor effectively retains substantially all the risks and benefits of ownership of the leased assets are classified as operating leases. Operating lease payments are recognized as an expense in the statement of profit and loss on a straight-line basis over the lease term except where scheduled increase in rent compensates the Group with expected inflationary costs.

Finance lease – Finance leases are capitalised at the commencement of lease, at the lower of the fair value of the property or the present value of the minimum lease payments. The corresponding liability to the lessor is included in the balance sheet as a finance lease obligation. Lease payments are apportioned between finance charges and reduction of the lease obligation so as to achieve a constant rate of interest on the remaining balance of the liability. Finance charges are recognised in the statement of profit and loss over the period of the lease.

Where Group is lessor

Assets acquired on leases where a significant portion of risk and rewards of ownership are retained by the lessor are classified as operating leases. Lease rental are charged to statement of profit and loss on straight-line basis except where scheduled increase in rent compensate the lessor for expected inflationary costs

3.6.14 Employee benefits

The Defined benefit plan

The Group’s net obligation in respect of defined benefit plans is calculated separately for each plan by estimating the amount of future benefit that employees have earned in the current and prior periods, discounting that amount and deducting the fair value of any plan assets. The calculation of defined benefit obligations is performed periodically by an independent qualified actuary using the projected unit credit method. When the calculation results in a potential asset for the Company, the recognised asset is limited to the present value of economic benefits available in the form of any future refunds from the plan or reductions in future contributions to the plan. To calculate the present value of economic benefits, consideration is given to any applicable minimum funding requirements. Remeasurement of the net defined benefit liability, which comprise actuarial gains and losses and the return on plan assets (excluding interest) and the effect of the asset ceiling (if any, excluding interest), are recognised immediately in other comprehensive income (OCI). Net interest expense (income) on the net defined liability (assets) is computed by applying the discount rate, used to measure the net defined liability (asset). Net interest expense and other expenses related to defined benefit plans are recognised in Consolidated Statement of Profit and Loss. When the benefits of a plan are changed or when a plan is curtailed, the resulting change in benefit that relates to past service or the gain or loss on curtailment is recognised immediately in Consolidated Statement of Profit and Loss. The Group recognises gains and losses on the settlement of a defined benefit plan when the settlement occurs.

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3.6.15 Financial Liabilities

Financial liabilities are subsequently measured at amortised cost or at FVTPL.

(a) Financial liabilities at FVTPL

Financial liabilities at FVTPL are stated at fair value, with any gains or losses arising on re-measurement recognized in profit and loss. The net gain or loss recognized in profit and loss is included in the ‘Other Income / Other expenses’ line item.

(b) Financial liabilities subsequently measured at amortised cost

Financial liabilities that are not held for trading and are not designated as at FVTPL are measured at amortised cost.

(c) Derecognition of financial liabilities

The Group de-recognizes financial liabilities when, and only when, the Group’s obligations are discharged, cancelled or have expired.

3.6.16 Cash flow statement

Cash flows are reported using the indirect method, where by net profit before tax is adjusted for the effects of transactions of a non-cash nature, any deferrals or accruals of past or future operating cash receipts or payments and item of income or expenses associated with investing or financing cash flows. The cash flows from operating, investing and financing activities are segregated.

3.6.17 Earnings per share

Basic earnings per share is computed by dividing the profit / (loss) after tax by the weighted average number of equity shares outstanding during the year. The weighted average number of equity shares outstanding during the year is adjusted for the events for bonus issue, bonus element in a rights issue to existing shareholders, share split and reverse share split (consolidation of shares). Diluted earnings per share is computed by dividing the profit / (loss) after tax as adjusted for dividend, interest and other charges to expense or income (net of any attributable taxes) relating to the dilutive potential equity shares, by the weighted average number of equity shares considered for deriving basic earnings per share and the weighted average number of equity shares which could have been issued on conversion of all dilutive potential equity shares.

3.6.18 Segment Reporting

The Group is engaged in only one type of business i.e. charter of offshore support vessels and there are no separate reportable segment.

3.6.19 Critical accounting judgements and key sources of estimation uncertainty:

In the application of the Group’s accounting policies, the management of the Group is required to make judgements, estimates and assumptions about the carrying amounts of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the period in which the estimate is revised if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods.

4 Amendment to Existing issued Ind AS

The MCA has carried out a few amendments to the existing accounting standards which include Ind AS 116 - leases (recognition of depreciation on right to use assets and finance cost), Ind AS 109 - Financial Instrument (Prepayment of loans treatment) and others. Application of these amendments are not expected to have any significant impact on the Company’s/ Financial statements.

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5 - Property, Plant and Equipment (Rs. in lakhs)

Particulars Office Premises

Fleet Office equipment

Furniture & fixtures

Vehicles Computers Total

Balance as at 31st March 2018 1,241.45 144,471.85 15.62 59.75 38.13 7.81 145,834.61 Additions 872.87 0.46 4.42 877.75 Disposals (65.27) - (65.27)Adjustments FCTR 5,250.89 0.69 5,251.58 Balance as at 31st March 2019 1,241.45 150,530.34 16.77 59.75 38.13 12.23 151,898.67 Additions - 1,286.10 0.25 - - 2.10 1,288.45 Disposals - (63,688.80) - - - - (63,688.80)Adjustments FCTR 3,910.00 1.28 3,911.28 Balance as at 31st March 2020 1,241.45 92,037.64 18.30 59.75 38.13 14.33 93,409.60

Depreciation, Amortisation & Impairment Balance as at 31st March 2018 43.46 15,203.58 3.28 22.79 36.69 6.48 15,316.28 Depreciation expense 24.06 5,898.97 6.11 11.42 1.44 1.60 5,943.60 Impairment - 47,337.59 - - - 47,337.59 Disposals (12.99) (12.99)Adjustments FCTR (625.42) (625.42)Balance as at 31st March 2019 67.52 67,801.73 9.39 34.21 38.13 8.08 67,959.06 Depreciation expense 21.76 3,034.60 5.21 11.42 4.47 3,077.46 Impairment 6,161.10 6,161.10 Disposals (38,232.56) (38,232.56)Adjustments FCTR 3,090.77 0.89 3,091.66 Balance as at 31st March 2020 89.28 41,855.64 15.49 45.63 38.13 12.55 42,056.72

Carrying /net block amountBalance as at 31st March 2019 1,173.93 82,728.61 7.38 25.54 - 4.15 83,939.61 Balance as at 31st March 2020 1,152.17 50,182.00 2.81 14.12 - 1.78 51,352.88 The Group has evaluated the impairment loss on Fixed Assets i.e Vessels as at year end as defined in Ind AS - 36 Impairment of Assets, accordingly additonal charge for impairment have been taken by the group of Rs. 61,61.10 (P.Y Rs.473,37.59 lakhs.)

6 - Investments (Rs. in lakhs)Particulars As at


31st March 2019 Nos. Amount Nos. Amount

Non- current Other Investments Quoted (fully paid)Equity instruments (fair value through other comprehensive income) Garware Marine Industries Limited (Face Value of Rs. 10/- each) 129,330 2.87 129,330 3.75

Total 2.87 3.75

The fair value of Other Investments (Non-current and Current) as at 31st March 2020, 31st March 2019 have been arrived at on the basis of closing market price of recognized stock exchange.

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7 - Other Financial Assets (Rs. in lakhs)Particulars As at



Security Deposits 9.75 8.95 Advance recoverable in Cash or kind - 2,650.68 Margin Money Deposit with banks for more than 12 months 329.91 935.13

Non-current total 339.66 3,594.76 7B Current

Security Deposits 12.57 11.95 Interest receivable 2.47 2.47 Other assets - 62.53

Current total 15.04 76.95 Total 354.70 3,671.71

For the financial assets that are measured at amortised cost, the fair values are not materially different from their carrying amounts, since they are either of short term nature or interest receivable is close to current market rates.

8- Deferred Tax Assets/Liabilities (Rs. in lakhs)Particulars As at


31st March 2019Deferred Tax AssetsMAT Credit Entitlement Opening Balance - - Add :Recognition of earlier year MAT credit in the current year 272.07 Less :Utilisation of MAT credit for payment of taxes (83.25) - Closing Balance

Total 188.82 -

In the current year, the company has recognised the MAT Credit entitlements pertaining to earlier years, as Management believes that the company will able to utilised the credit in near future.

9 - Other Assets (Rs. in lakhs)Particulars As at



Deposits with Customs, Port Trust and Court of law. 8.50 10.50


Advances to Suppliers 96.37 76.18 Prepaid expenses 1,619.87 1,156.26 GST,Other taxes recoverable 120.39 223.63

Current total 1,836.63 1,456.07 Total 1,845.13 1,466.57

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10 - Inventories (Rs. in lakhs)Particulars As at


31st March 2019Inventories (lower of cost and net realisable value)Stock of Stores, Spares & Consumables 4,502.86 4,672.74

Total 4,502.86 4,672.74

11 - Trade receivables (Rs. in lakhs)Particulars As at


31st March 2019Unsecured, considered good for more than six months 1,818.61 1,671.23 Unsecured, considered good - others 2,675.31 1,797.95 Less : Expected Credit Loss (1,747.31) (1,605.71)

Total 2,746.61 1,863.47

Trade receivables are recognized at their original invoiced amounts which represent their fair values on initial recognition. Trade receivables are considered to be of short duration and are not discounted. The carrying values are equivalent to their fair values. All trade receivables are reviewed and assessed for default on a regular basis. Trade receivables are mainly from customers having appropriate credit quality and strong financials. In determining the allowances for doubtful trade receivables, the Company has used a practical expedient by computing the expected credit loss allowance for trade receivables based on historical credit loss experience and is adjusted for forward looking information. The holding Company has availed fund based working capital facilities by hypothecating trade receivables from charterers.

12 - Cash and cash equivalents (Rs. in lakhs)Particulars As at


31st March 2019Cash on hand 3.26 2.88 Balances with Banks

In current accounts 736.54 1,937.53 Total 739.80 1,940.41

13 - Bank balances other than Cash and cash equivalents (Rs. in lakhs)Particulars As at


31st March 2019Margin Money 464.61 179.27 Unpaid dividend Accounts 21.66 29.19

Total 486.27 208.46

Margin money deposits includes deposits kept for guarantees issued on behalf of the Company by its working capital Bankers.

14 - Equity Share capital (Rs. in lakhs)Particulars As at


31st March 2019Authorised3,20,00,000 Equity Shares of Rs. 10/- each 3,200.00 3,200.00 1,50,000 Cumulative Redeemable Preference Shares of Rs. 100/- each 150.00 150.00 1,50,000 Cumulative Convertible Preference Shares of Rs. 100/- each 150.00 150.00

3,500.00 3,500.00 Issued, subscribed and fully paid up2,47,28,793 Equity Shares of Rs. 10/- each, fully paid up 2,472.88 2,472.88

Total 2,472.88 2,472.88

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Particulars No. of shares Rs. in lakhs14A Fully paid equity shares

As at 31 March 2019 24,728,793 2,472.88 As at 31 March 2020 24,728,793 2,472.88




Percentage of shares held

Number of shares held in the

Company

Percentage of shares held

14B Shares in the Company held by each shareholder holding more than 5% sharesFully paid equity sharesGarware Marine Industries Ltd. 1,451,886 5.87% 1,451,886 5.87%Sushma Ashok Garware 1,558,418 6.30% 1,441,913 5.83%Universal Investments Services Pvt Ltd. 1,653,188 6.69% 1,386,720 5.61%Rondor Overseas Ltd. 1,190,745 4.82% 1,286,250 5.20%Clearwell Enterprises Ltd. - - 1,278,250 5.17%

Total 4,663,492 18.86% 6,845,019 27.68%

14C Terms / Rights attached to equity shares

i) The Company has only one class of equity shares having face value of Rs. 10 per share. The equity shares rank pari passu in all respects including voting rights and entitlement of dividend.

ii) In the event of liquidation of the Company, the holder of equity shares will be entitled to receive the remaining assets of the Company, after distribution of all preferential amounts, if any, in proportion to the number of equity shares held by the shareholders.

15 - Financial liabilities (Rs. in lakhs)Particulars As at


31st March 201915 A Non- Current Borrowings

Secured Loans from BanksForeign Currency Loan 95,486.14 99,458.27 Other Foreign Currency Term Loans - - UnsecuredFrom Others 752.70 8,208.86 Total Non-Current Borrowings 96,238.84 107,667.13 Less : Current maturities of Long term borrowings 57,202.69 44,950.33 Non- Current Borrowings (as per balance sheet) 39,036.15 62,716.80

(A) Re. : Parent Company

Terms and Conditions

Four term loans are secured by way of first charge on the respective vessels ( 3 AHTSVs and 1 PSVs ). Additionally, one of these loans is also secured by way of receivables of the said vessel funded, upto the limit of monthly principal and interest and by second charge on the Company’s office premises.

One term loan is secured by way of first charge on the vessel (AHTSV) financed and 2nd charge on a Platform Supply Vessel (PSV). One term loan is secured by way of first charge on the vessel (PSV) financed and 2nd charge on a Anchor Handling Tug cum Supply

Vessel (AHTSV). The details of defaults as on 31st March, 2020 are as follows:

Rs. In Lakhs Particulars upto 60 days 61-90 days 91-180 days More than 180 days Banks 1,200.29 621.89 1,875.41 20,574.76

The Foreign Currency Term Loans (FCTL) availed for Acquisition / Modification of vessels amount of Rs. 37,362.67 lakhs are from State Bank Of India (SBI). On account of the default in repayment of installment due and interest, SBI has treated the same as an Non Performing Assets w.e.f. 27th January, 2017. Subsequently, the bank has converted the FCTL’s into rupee loans and started charging higher rates of interest. The Company has not accepted the switchover of the loans into rupees and is continuing to provide interest as per the original terms. While the Company continues to do so, it is also seeking legal opinion on whether or not the existing outstanding, as shown, are due, in light of the recent Hon’ble Supreme Court decisions and the effect these decisions will have on the accounts and the balance sheet.

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(B) Re : Subsidiaries

Global Offshore Services BV, Netherland


The term loan for acquisition of 3 PSV’s in Global Offshore Services B.V has been secured by :-

- First Charge on the respective Vessel.

- First priority assignment of the Obligatory Insurances

- First priority pledge or charge over the Earnings Account of the Borrower

- Exclusive first Charge on receivables, earnings, claims against third parties, revenues, stores, spares, etc. of the Vessel of whatsoever nature;

- Corporate Guarantee from Global Offshore Services Ltd.

The Company is in discussion with the lenders for the restructuring of the vessel loans. However there is an overdue principal and interest.

The vessel M V Cristal is sold by DVB during the year and DVB waived the remainder of all their outstanding loans. The Junior lender, however have not waived their outstanding loan and interest liability. M V Olympus was sold during the year. Senior and Junior lenders have not “Waived” their outstanding loans, but discussions with the lenders are on.

In the case of M V Makalu, discussions for a restructuring of the said loan is underway.

Overdue principal and interest as on 31st March, 2020 to be paid to the Banks which is as mentioned below :-Rs. In lakhs

Lender Vessel Outstanding From Principal InterestAxis Cristal Dec-16 8,531.26 1,951.38 Nord LB Olympus Feb-16 12,253.92 646.66 OMP * Olympus Feb-16 9,396.58 490.06 Axis Makalu Mar-19 735.01 1,270.10 ICICI Makalu Mar-19 689.11 1,159.99

* Outstanding interest has been added PIKed

Maturity profile of Secured Loans (including current maturities) are as set out below :Rs. In lakhs

Particulars within 1 year 1-2 years 2-3 years Beyond 3 years Foreign Currency Loans for Acquisition of Vessels

57,202.69 8,135.56 7,082.15 23,818.44

The Foreign currency loans are at interest rates varying from 6 month LIBOR+350 bps points to 6 month LIBOR+500 bps points per annum.

In case of the Subsidary GOSBV, the Foreign currency loans are at interest rates varying from 3 month LIBOR+350 bps points to 3 month LIBOR+500 bps points per annum.

(Rs. in lakhs)Particulars As at


31st March 201915B Current Borrowings

Secured Working Capital Facility From Banks Foreign Currency 1,626.94 2,682.47 Rupee 1,435.91 635.89 Unsecured loan from banks 1,304.92 1,199.17 Unsecured Loan from othersLoan from other 3,734.63 3,363.25 Total Current Borrowings 8,102.40 7,880.78


(i) Working Capital Facility granted by United Bank of India (now Punjab National Bank) is secured by pari passu 1st charge with State Bank of India on stock of stores, spares, fuel on board the vessel (to the extent owned by the Company) and the book debts excluding receivable on one AHTS against foreign currency loan which is fully repaid in April, 2018. All facilities provided by the United Bank of India are also secured by the 1st charge on the Company office premises. Interest on rupee based facility is charged @ 12.40% p.a and USD based facility @ 6month LIBOR + 500 bps.

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(ii) Working Capital Facility granted by State Bank of India is secured by pari passu 1st charge with United Bank of India on stock of stores, spares, fuel on board the vessel (to the extent owned by the Company) and the book debts excluding receivable on one AHTS. Interest on rupee based facility is charged @ 12.95% p.a and USD based facility @ 6 month LIBOR + 400 bps. However, with the merger of State Bank of Tranvancore into State Bank of India, the working capital limits stands “forzen”, since the Company was declared an NPA with the Bank.

(iii) Unsecured Demand Loan facility from Axis Bank at an interest rate of 3 months LIBOR + 450 bps p.a. The said loan was not repaid on due date.

16 - Other financial liabilities (Rs. in lakhs)Particulars As at



Other long term liabilities - 18,584.89 Non-current total - 18,584.89

16B CurrentCurrent maturities of long term debts 57,202.69 44,950.33 Interest Accrued and due on Borrowings 14,164.76 12,863.28 Unclaimed Dividends (To be credited to the Investor Education & Protection Fund as and when due)

21.66 29.19

Other payables 814.70 1,730.34 Current total 72,203.81 59,573.14

Total 72,203.81 78,158.03

For the current financial liabilities that are measured at amortised cost, the fair values are not materially different from their carrying amounts, since the they are of short term nature.

17 - Provisions (Rs. in lakhs)Particulars As at



Provision for employee benefits Gratuity 10.26 21.33


Provision for employee benefits Gratuity 9.58 7.44 Leave encashment - 6.09

Current total 9.58 13.53 Total 19.84 34.86

18 - Trade payables (Rs. in lakhs)Particulars As at


31st March 2019Trade payables

Due to Micro, Small and Medium Enterprises 20.94 - Other than Micro, Small and Medium Enterprises 4,041.66 4,455.93

Total 4,062.60 4,455.93

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19 - Other liabilities (Rs. in lakhs)Particulars As at


31st March 2019CurrentDeferred Income - - Statutory Dues 95.87 109.81

Total 95.87 109.81

20 - Revenue from Operations (Rs. in lakhs) Particulars Year ended


31st March 2019Sale of Services(i) Fleet Chartering Earnings (Net of Service Tax and GST) 11,903.49 11,512.30 (ii) Service income due to fair value unwinding of financial liability - 1.40 Other operating revenue Reimbursement for Fuel ROB and other 290.90 1,265.12

Total 12,194.39 12,778.82

21 - Other income (Rs. in lakhs)Particulars Year ended


31st March 2019Interest income earned on financial assets not designated as at FVTPLBank deposits 212.09 79.90 Interest received on IT Refund 20.49 29.46 Exchange Fluctuation - Gain (Net) 28.78 12.87 Interest income on Other financial assets due to fair value at amortised cost - 150.66 Miscellaneous Income - 178.55

Total 261.36 451.44

22 - Fleet operating Expenses (Rs. in lakhs)Particulars Year ended


31st March 2019Travelling Expenses 167.24 267.39 Fuel, Oil, Stores & Water 899.64 1,592.33 Port & Canal dues 134.92 749.68 Repairs 329.00 407.94 Stores & Victualling 1,269.76 1,305.42 Insurance Charges & Protecting Club Fees 381.66 399.09 Telecommunication Charges 138.26 179.60 Charter Hire Charges 108.37 7,434.00 Professional Fees 1,110.01 1,080.52 Agency Fees, Brokerage & Commission 381.58 334.89 Sundry Operating expenses 208.19 291.64

Total 5,128.63 14,042.50

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23 - Employee benefits expense (Rs. in lakhs)Particulars Year ended


31st March 2019Salaries, wages and Fees 3,696.91 4,535.54 Gratuity, contribution to provident funds and other funds 76.02 94.28 Staff welfare expenses 4.50 4.52

Total 3,777.43 4,634.34

Employee benefit plans

23A Defined contribution plans

The Company makes contribution towards provided fund to a defined contribution benefit plan for qualifying employees. Under the plan, the Company is required to contribute a specified percentage of payroll cost to the contribution plan to fund the benefits. The provident fund plan is operated by the Government administrated employee provident fund. Eligible employees receive the benefits from the said Provident Fund. Both the employees and the Company make monthly contributions to the Provident Fund plan equal to specific percentage of the covered employee’s salary. The Company has no obligations other than this to make the specified contribution.

The Company has recognised the following amounts in the statement of Profit and Loss.(Rs. in lakhs)



Contribution to Employees Provident Fund 14.32 13.02Contribution to Seamen's Provident Fund 35.18 32.35

Total 49.50 45.37

23B (A) Defined benefit plans The Company earmark liability towards Gratuity and provide for payment under Group Gratuity Scheme administered by the Life

Insurance Corporation of India (LIC).(a) Characteristics of defined benefit plan The Company has a defined benefit gratuity plan in India (funded). The Company’s defined benefit gratuity plan is a final salary

plan for employees, which requires contributions to be made to a separately administered fund. The fund is managed by a trust which is governed by the Board of Trustees. The Board of Trustees are responsible for the administration of the plan assets and for the definition of the investment strategy.

(b) Risks associated with defined benefit plan Gratuity is a defined benefit plan and Company is exposed to the Following Risks: Interest rate risk: A fall in the discount rate which is linked to the G. Sec. Rate will increase the present value of the liability

requiring higher provision. A fall in the discount rate generally increases the mark to market value of the assets liability requiring higher provision. A fall in the discount rate generally increases the mark to market value of the assets depending on the duration of asset.

Salary Risk: The present value of the defined benefit plan liability is calculated by reference to the future salaries of members. As such, an increase in the salary of the members more than assumed level will increase the plan’s liability.

Investment Risk: The present value of the defined benefit plan liability is calculated using a discount rate which is determined by reference to market yields at the end of the reporting period on government bonds. If the return on plan asset is below this rate, it will create a plan deficit. Currently, for the plan in India, it has a relatively balanced mix of investments in government securities, and other debt instruments.

Asset Liability Matching Risk: The plan faces the ALM risk as to the matching cash flow. Since the plan is invested in lines of Rule 101 of Income Tax Rules, 1962, this generally reduces ALM risk.

Mortality risk: Since the benefits under the plan is not payable for life time and payable till retirement age only, plan does not have any longevity risk.

Concentration Risk: Plan is having a concentration risk as all the assets are invested with the insurance Company and a default will wipe out all the assets. Although probability of this is very less as insurance Companies have to follow regulatory guidelines.

(c) Characteristics of defined benefit plans The Company has the benefit scheme in line with Payment of Gratuity Act, 1972, for those employees who are getting benefit as

per Payment of Gratuity Act, 1972. Change in liability (if any) due to this scheme change is recognised as past service cost.(d) A separate trust fund is created to manage the Gratuity plan and the contributions towards the trust fund is done as guided by

rule 103 of Income Tax Rules, 1962.

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(B) Other DisclosuresParticulars 31st March, 2020 31st March, 2019Type of Benefit Gratuity GratuityCountry India IndiaReporting Standard Indian Accounting

Standard 19 (IndAS 19)Indian Accounting

Standard 19 (IndAS 19)Funding Status Funded FundedStarting Period 01-Apr-19 01-Apr-18Date of Reporting 31-Mar-20 31-Mar-19Period of Reporting 12 Months 12 Months

Assumptions (Previous Period)Particulars 31st March, 2020 31st March, 2019Expected Return on Plan Assets 7.47% 7.56%Rate of Discounting 7.47% 7.56%Rate of Salary Increase 5.00% 5.00%Rate of Employee Turnover 2.00% 2.00%Mortality Rate During Employment Indian Assured Lives

Mortality (2006-08)Indian Assured Lives

Mortality (2006-08)Mortality Rate After Employment N.A. N.A.

Assumptions (Current Period)Particulars 31st March, 2020 31st March, 2019Expected Return on Plan Assets 6.82% 7.47%Rate of Discounting 6.82% 7.47%Rate of Salary Increase 5.00% 5.00%Rate of Employee Turnover 2.00% 2.00%Mortality Rate During Employment Indian Assured Lives

Mortality (2006-08)Indian Assured Lives

Mortality (2006-08)Mortality Rate After Employment N.A. N.A.

Change in the Present Value of Projected Benefit Obligation (Rs. in lakhs)Particulars 31st March, 2020 31st March, 2019Present Value of Benefit Obligation at the Beginning of the Period 67.48 75.42 Interest Cost 5.04 5.70 Current Service Cost 5.02 3.94 Benefit Paid Directly by the Employer - - Benefit Paid From the Fund (0.85) (13.14)Actuarial (Gains)/Losses on Obligations - Due to Change in Financial Assumptions

2.15 0.32

Actuarial (Gains)/Losses on Obligations - Due to Experience (16.56) (4.77)Present Value of Benefit Obligation at the End of the Period 62.28 67.47

Change in the Fair Value of Plan Assets (Rs. in lakhs) Particulars 31st March, 2020 31st March, 2019Fair Value of Plan Assets at the Beginning of the Period 38.71 47.97Interest Income 2.89 3.62 Contributions by the Employer 1.77 0.36 Benefit Paid from the Fund (0.85) (13.14)Return on Plan Assets, Excluding Interest Income (0.08) (0.10)Fair Value of Plan Assets at the End of the Period 42.44 38.71

93



Amount Recognized in the Balance Sheet (Rs. in lakhs) Particulars 31st March, 2020 31st March, 2019Present Value of Benefit Obligation at the end of the Period (62.28) (37.47)Fair Value of Plan Assets at the end of the Period 42.43 38.70 Funded Status (Surplus/ (Deficit)) (19.85) (28.77)Net (Liability)/Asset Recognized in the Balance Sheet (19.85) (28.77)

Net Interest Cost for Current Period (Rs. in lakhs) Particulars 31st March, 2020 31st March, 2019Present Value of Benefit Obligation at the Beginning of the Period 67.48 75.42 Fair Value of Plan Assets at the Beginning of the Period (38.71) (47.97)Net Liability/(Asset) at the Beginning 28.77 27.45 Interest Cost 5.04 5.70 Interest Income (2.89) (3.62)Net Interest Cost for Current Period 2.15 2.07

Expenses Recognized in the Statement of Profit or Loss for Current Period (Rs. in lakhs) Particulars 31st March, 2020 31st March, 2019Current Service Cost 5.02 3.94 Net Interest Cost 2.15 2.07 Expenses Recognized 7.17 6.01

Expenses Recognized in the Other Comprehensive Income (OCI) for Current Period (Rs. in lakhs) Particulars 31st March, 2020 31st March, 2019Actuarial (Gains)/Losses on Obligation For the Period (14.41) (4.44)Return on Plan Assets, Excluding Interest Income 0.08 0.10 Net (Income)/Expense For the Period Recognized in OCI (14.33) (4.34)

Balance Sheet Reconciliation (Rs. in lakhs) Particulars 31st March, 2020 31st March, 2019Opening Net Liability 28.77 27.45 Expenses Recognized in Statement of Profit or Loss 7.17 6.02 Expenses Recognized in OCI (14.33) (4.34)Benefit Paid Directly by the Employer - - Employer's Contribution (1.77) (0.36)Net Liability/(Asset) Recognized in the Balance Sheet 19.84 28.77

Category of Assets (Rs. in lakhs) Particulars 31st March, 2020 31st March, 2019Insurance fund 42.43 36.06 Other - 2.65 Total 42.43 38.71

Other Details (Rs. in lakhs) Particulars 31st March, 2020 31st March, 2019No. of Active Members 41 38Per Month Salary For Active Members 11.94 10.36Weighted Average Duration of the Projected Benefit Obligation 7 7Average Expected Future Service 10 10Projected Benefit Obligation 62.28 67.47Prescribed Contribution For Next Year (12 Months) 11.94 10.36

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Net Interest Cost for Next Year (Rs. in lakhs) Particulars 31st March, 2020 31st March, 2019Present Value of Benefit Obligation at the End of the Period 62.28 67.48 Fair Value of Plan Assets at the End of the Period (42.43) (38.71)Net Liability/(Asset) at the End of the Period 19.85 28.77 Interest Cost 4.25 5.00 Interest Income (2.89) 5.04 Net Interest Cost for Next Year 1.35 2.15

Expenses Recognized in the Statement of Profit or Loss for Next Year (Rs. in lakhs) Particulars 31st March, 2020 31st March, 2019Current Service Cost 5.18 5.02Net Interest Cost 1.35 2.15Expected Contributions by the Employees - - Expenses Recognized 6.53 7.17

Maturity Analysis of the Benefit Payments : From the FundProjected Benefits Payable in Future Years From the Date of Reporting (Rs. in lakhs) Particulars 31st March, 2020 31st March, 2019lst Following Year 9.58 7.44 2nd Following Year 5.16 1.93 3rd Following Year 5.31 7.83 4th Following Year 4.12 19.01 5th Following Year 1.53 3.78 Sum of Years 6 To 10 38.59 34.02 Sum of Years 11 and above 34.77 36.11

Sensitivity Analysis (Rs. in lakhs) Particulars 31st March, 2020 31st March, 2019Projected Benefit Obligation on Current Assumptions 62.28 67.48 Delta Effect of +1% Change in Rate of Discounting (3.25) (3.42)Delta Effect of -1% Change in Rate of Discounting 3.63 3.79 Delta Effect of +1% Change in Rate of Salary Increase 3.66 3.85 Delta Effect of -1% Change in Rate of Salary Increase (3.33) (3.53)Delta Effect of +1% Change in Rate of Employee Turnover 0.32 0.50 Delta Effect of -1% Change in Rate of Employee Turnover (0.35) 0.55

The sensitivity analysis have been determined based on reasonably possible changes of the respective assumptions occurring at the end of the reporting period, while holding all other assumptions constant. The sensitivity analysis presented above may not be representative of the actual change in the projected benefit obligation as it is unlikely that the change in assumptions would occur in isolation of one another as some of the assumptions may be correlated. Furthermore, in presenting the above sensitivity analysis, the present value of the projected benefit obligation has been calculated using the projected unit credit method at the end of the reporting period, which is the same method as applied in calculating the projected benefit obligation as recognised in the balance sheet. There was no change in the methods and assumptions used in preparing the sensitivity analysis from prior years.

24 - Finance costs (Rs. in lakhs)Particulars Year ended


31st March 2019Interest on Borrowings 7,277.78 7,967.60 Other borrowing costs 3.25 8.11 Unwinding of fair value deposits through profit and loss 22.34 25.83

Total 7,303.37 8,001.54

95



25 - Depreciation and amortisation expense (Rs. in lakhs)Particulars Year ended


31st March 2019Depreciation of Property, Plant and Equipment 3,077.46 5,943.60

Total 3,077.46 5,943.60

26 - Other expenses (Rs. in lakhs)Particulars Year ended


31st March 2019Office repairs and Maintenance 10.90 9.35 Rent 58.32 47.86 Insurance 1.35 0.42 Rates and Taxes 3.41 5.11 Bank Charges 62.05 102.81 Travelling Expenses 81.42 97.19 Director Sitting Fees 5.45 5.84 Postage, Telephone and Fax 14.28 16.28 Legal, Professional and Consultancy Charges 475.11 612.49 Exchange Fluctuation - Loss (Net) 21.46 - Miscellaneous Expenses 160.73 165.69

Total 894.48 1,063.04

(Rs. in lakhs)Year ended


31st March 201926A Auditors' remuneration and expenses

Statutory Audit fees 70.02 32.61 Reimbursement of out-of-pocket expenses 0.50 0.50 Payments to tax auditorsTax audit fees 0.60 0.60

27 - Exceptional Items (Rs. in lakhs)Particulars Year ended


31st March 2019Gain due to Reversal of Interest accruals on loan liability (Refer Note 27.(i) below) 98.32 - Profit on settlement of loan and write back of financial liabilities (Refer Note 27.(i) below) 39,989.75 1,531.97

Total exceptional income (A) 40,088.07 1,531.97 Provision for doubtful debts (Refer Note 27.(ii) below) - 784.48 Foreign Exchange gain on long term loans (Refer Note 27.(iii) below) 4,123.05 2,161.58 Provision for doubtful loans and advances (Refer Note 27.(iv) below) 2,722.72 350.25 Loss on Sale of Assets (Refer Note 27.(v) below) 20,254.04 Provision for impairment of property, plant and Equipment (Refer Note 27.(vi) below) 6,161.10 47,337.61

Total exceptional expenditure (B) 33,260.91 50,633.92 Exceptional items (net) (A-B) 6,827.16 (49,101.95)

(i) In the current year Global Offshore Services B.V - subsidiary Company (GOSBV) settled/prepaid the loan of vessel and vessel hire charges and related liability, gain/profit due to settelment have been accounted as exceptional item.

In the Previous Year, Garware Offshore International Services Pte.Ltd - Subsidiary company has setteld financial liabilites relating to Vesel hire charges , interest etc, which resulted into gain of settelment of fiancial liability amounting to Rs.1,531.97 lakhs.

(ii) During the previous year, as a matter of prudence, the Management of the Group decided to take a provision of Rs.784.48 lakhs as doubtful debts from the amounts recoverable from a customer in Brazil. The Group has already filed lawsuits for the recovery.

96



(iii) As per the guidelines provided under Ind AS 101- first time adoption of Indian Accounting Standards , the Group has decided to change its accounting policy related to hedge accounting. Under Ind AS, the Group will follow Ind AS -21- The effects of Changes in Foreign Exchange Rates, under which restated gain or loss on such foreign currency borrowing will be charged to profit and loss account for the respective period. On transition date i.e. 1 April, 2016, the debit balance in Foreign Currecy Hedge Reserve has been tranfered to Retained earnings.

The exceptional items includes exchange (Loss) of Rs. 4,123.05 Lakhs, (Previous year Rs. 2,161.58 Lakhs (loss)) on account of foreign loan restatement.

(iv) As per the guidelines provided under Ind AS 109 , the Group has evaluated the provision required for doubtful advances as per expected credit loss method and accordingly the Group has provided for Rs. 2,722.72 lakhs (Rs.350.25 lakhs)

(v) During the current year, 2 vessels were sold in conjunction with the banks - M. V. Olympus and M.V. Cristal. Resultant loss of Rs 20,254.04 lacs on auction of vessels accounted as exceptional item.

(vi) The Group carried out the impairment testing of its own vessels based on discounted cash flow and desktop valuation mechanism. The EV of the vessels is arrived on the basis of the discounting the projected cash flow. Accordingly the Group has provided for an amount Rs.6,161.10 lakhs (P.Y Rs. 47,337.61 lakhs) towards the impairment in the value of the assets.

28 - Income taxes relating to continuing operations (Rs. in lakhs)Particulars Year ended


31st March 2019Tax expense recognized in the Statement of Profit and Loss Current taxIn respect of current year 86.80 (7.00)Tax for earlier year - -

Total current tax 86.80 (7.00)Deferred taxIn respect of earlier year - MAT Credit entitlement (272.07) -

Total deferred income tax (credit) / expense (272.07) -

Total income tax expense (185.27) (7.00)

The income tax expense for the year not been reconciled to accounting profit due to :

Provision of current income-tax is made on the basis of the assessable income under the income tax Act, 1961 (for India) and for the respective subsidiaries as per the local tax laws of the county of operations. Income from shipping activities is assessed on the basis of deemed tonnage income of the Company at respective entities.Accordingly no reconcilation prepared.

Note

The group has made the tax provision, mainly on other income and income as per transfer pricing rules. Also consider the future taxable income, the company has decided to recognised MAT credit entitlement for earlier years.

29 - Risk management

29A Capital risk management

The Group manages its capital to ensure that it will be able to continue as a going concern while maximizing the returns to stakeholders.

29B Financial instruments

The significant accounting policies, including the criteria for recognition, the basis of measurement and the basis on which income & expenses are recognized, in respect of each class of financial asset, financial liability and equity instrument are as disclosed in notes to financial statements.



31st March 2019 Financial assetsMeasured at fair value through Other Comprehensive Income (FVTOCI)Other Investments (refer note 3.4) 2.87 3.75 Measured at amortised costCash and bank balances 739.80 1,940.41 Trade receivables 2,746.61 1,863.47 Other Non Current financial assets 339.66 3,594.76 Other Bank Balances 486.27 208.46 Other financial assets - current 15.04 76.95

97





31st March 2019 Financial liabilitiesMeasured at amortised costTrade payable 4,062.60 4,455.93 Other non current financial liabilities - 18,584.89 Non current borrowings 39,036.15 62,716.80 Current borrowings 8,102.40 7,880.78 Other current financial liabilites 72,203.81 59,573.14

The management considers that the carrying amount of financials assets & financial liabilities recognized in the financial statement approximate their fair values.

29C Financial and liquidity risk management objectives

i) The average payment terms of creditors (trade payables) is 45-60 days. Other financial liabilities viz. employee payments, other payables are payable within one year.

ii) Liquidity risk may arise from inability to meet financial obligations, including loan repayments and payments for vessel acquisitions.

29D Credit risk management

Credit risk refers to the risk that a counter party will default on its contractual obligations resulting in financial loss to the Group. The major class of financial asset of the Group is trade receivables. For credit exposures to customer, management assesses the credit quality of the customer, taking into account its financial position, past experience and other factors. As the Group does not hold any collateral, the maximum exposure to credit risk for each class of financial instruments is the carrying amount of that class of financial instruments presented on the statement of financial position.

29E Foreign Currency risk management

Since the majority of the revenues of the Group are denominated in US dollars, there is a translation risk as the Group has to report its financial performance in INR. A significant part of this exposure is hedged by denominating most of its debt servicing obligations in U.S. Dollars and incurring some of its operating and repair costs in foreign currency. However, in view of non payment of some of the groups debts the natural hedge is now limited.

29 F Maturity profile of all material financial liability including borrowings have been disclosed with respective notes.

30 - Segment Information

The Group is engaged in only one type of business i.e. charter of offshore support vessels and there are no separate reportable segment.

31 - Earnings per shareParticulars Year ended


31st March 2019 Basic / Diluted earnings / (loss) per shareFrom continuing operations attributable to the owners of the Company (Rupees per share) (14.09) (199.69)Total basic earnings per share attributable to the owners of the Company (14.09) (199.69)

Basic / Diluted earnings per share

The earnings and weighted average number of equity share used in the calculations of basic earnings per share are as follows:Particulars Year ended


31st March 2019 Profit/(loss) for the year attributable to the owners of the Company (3,483.20) (49,380.20)Earnings used in the calculation of basic earning per share (3,483.20) (49,380.20)Loss for the year from discontinued operations attributable to the owners of the Company - - Earnings used in the calculation of basic earnings per share from continuing operations (3,483.20) (49,380.20)



Weighted average number of equity shares for the purpose of basic / diluted earnings per share in lakhs

247.29 247.29

98


32- Ind AS 24 - Related Party Disclosures

Key Managerial Personnel (“KMP”)

Aditya A. Garware - Chairman

Details of Transactions with Related PartiesRs. In lakhs

Key Management Personnel1 Sitting Fees

Aditya A. Garware 1.00 (0.86)

2 Consultancy FeesAditya A. Garware 70.50

(54.08)


Outstanding as at 31st March, 2020Rs. In lakhs

Key Management Personnel1 Consultancy Fees

Aditya A. Garware 6.25 (5.50)


33 - Contingent liabilities and contingent assets (Rs. in lakhs) Particulars As at


31st March 2019 Guarantees given by the Banks (Counter Guarantees given by the Company) 1,079.55 1,258.23

34 The holding Company does not have any material significant impact due to Ind AS 116 - Leases, as all the lease arrangement are of short term nature with insignificant value.

35 In March 2020, the World Health Organization (WHO) declared Covid-19 as a pandemic. The Group has adopted measures to curb the spread of infection in order to protect the health of its employees and ensure business continuity. The Company has considered internal and external information while finalizing various estimates in relations to its financial statement up to the date of approval of the said financial statements by the Board of Directors. The actual impact of the global health pandemic may be different from that which has been estimated, as the COVID-19 situation is evolving in India and globally. The Company will continue to closely monitor any material changes to future economic conditions. However, there is no significant adverse impact on the financial statements.

36 Previous year’s figures have been regrouped / reclassified, to correspond with the current year’s classification / disclosure.










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GLOBAL OFFSHORE SERVICES LIMITED101, Swapnabhoomi, “A” Wing, S.K. Bole Road, Dadar (w), Mumbai-400 028.

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